UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 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:     0-13111

AXION INTERNATIONAL HOLDINGS, INC

(Exact name of registrant as specified in its charter)

Colorado	84-0846389
(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)

4005 All American Way, Zanesville, Ohio 43701

(Address of principal executive offices)

740-452-2500

(registrant’s telephone number, including area code)

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 ¨      No x

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 (§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 x No   ¨

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

Yes ¨   No x

The number of outstanding shares of the registrant’s common stock, without par value, as of May 4, 2015 was 74,065,254.

TABLE OF CONTENTS

		PAGE
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 2.	Unregistered Sales of Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
	SIGNATURES	45

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

3

AXION INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2015			2014
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	444,967		$	221,437
Accounts receivable, net of allowance		1,402,236			1,109,524
Inventories		8,490,224			5,980,457
Prepaid expenses		267,024			294,053
Total current assets		10,604,451			7,605,471
Property and equipment, net		9,186,827			8,678,932
Goodwill		1,492,132			1,492,132
Total assets	$	21,283,410		$	17,776,535
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	4,282,259		$	2,417,803
Accrued liabilities		1,414,332			1,161,120
Derivative liabilities		539,000			2,053,000
12% convertible promissory notes, net of discounts		1,000,000			965,838
12% revolving credit agreement, net of discounts		1,949,220			1,907,957
12% secured notes		6,394,664			1,950,000
Current portion of long term debt		188,604			187,943
Total current liabilities		15,768,079			10,643,661
8% convertible promissory notes, net of discounts		15,061,303			14,393,746
4.25% bank term loans		4,300,000			4,300,000
5% bank promissory note		4,000,000			4,000,000
Other debt		169,500			191,900
Dividends payable on 10% convertible preferred stock		172,935			143,024
Fair value of 10% convertible preferred stock warrants		52,720			52,720
Total liabilities		39,524,537			33,725,051
Commitments and contingencies
10% convertible preferred stock, no par value; authorized 880,000 shares; 682,998 shares issued and outstanding at March 31, 2015 and December 31, 2014, net of discounts		6,829,980			6,829,980
Stockholders' deficit:
Common stock, no par value; authorized, 250,000,000 shares; 72,251,280 and 70,825,215 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively		53,408,813			52,780,363
Accumulated deficit		(78,479,920	)		(75,558,859	)
Total stockholders' deficit		(25,071,107	)		(22,778,496	)
Total liabilities and stockholders' deficit	$	21,283,410		$	17,776,535

(See accompanying notes to the unaudited consolidated financial statements.)

4

AXION INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31,

(Unaudited)

	2015			2014
Revenue	$	2,292,867		$	4,850,943
Costs of sales:
Production		2,449,673			5,607,425
Excess capacity & inventory adjustments		1,144,460			465,666
Gross margin (loss)		(1,301,266	)		(1,222,148	)
Operating expenses:
Product development and quality management		-			79,482
Marketing and sales		366,168			300,711
General and administrative		1,309,040			980,434
Total operating expenses		1,675,208			1,360,627
Loss from operations		(2,976,474	)		(2,582,775	)
Other (income) expenses:
Interest expense		715,605			383,657
Amortization of debt discount		742,982			436,409
Change in fair value of derivative liabilities		(1,514,000	)		(6,972,477	)
Total other (income)		(55,413	)		(6,152,411	)
Net income (loss)		(2,921,061	)		3,569,636
Accretion of preferred stock dividends and beneficial conversion feature		(172,935	)		(381,183	)
Net income (loss) attributable to common shareholders	$	(3,093,996	)	$	3,188,453
Weighted average common shares -
Basic		72,062,040			31,874,213
Diluted		72,062,040			90,963,201
Net income (loss) per share -
Basic	$	(0.04	)	$	0.10
Diluted		(0.04	)		0.04

(See accompanying notes to the unaudited consolidated financial statements.)

5

AXION INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM JANUARY 1, 2015 THROUGH MARCH 31, 2015

(Unaudited)

	Common Shares		Additional Paid-in Capital and Common Stock			Accumulated Deficit			Total
Balance, January 1, 2015		70,825,215	$	52,780,363		$	(75,558,859	)	$	(22,778,496	)
Shares issued for dividend payments		357,561		143,024						143,024
Shares issued for interest payments		760,473		304,189						304,189
Share-based compensation		308,031		354,172						354,172
Dividend on 10% convertible preferred stock				(172,935	)					(172,935	)
Net loss							(2,921,061	)		(2,921,061	)
Balance, March 31, 2015		72,251,280	$	53,408,813		$	(78,479,920	)	$	(25,071,107	)

(See accompanying notes to the unaudited consolidated financial statements.)

6

AXION INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31,

(Unaudited)

	2015			2014
Cash flow from operating activities:
Net income (loss)	$	(2,921,061	)	$	3,569,636
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		316,256			254,815
Amortization of identifiable intangible assets		-			19,750
Amortization of debt discounts		742,982			436,408
Change in fair value of derivative liabilities		(1,514,000	)		(6,851,504	)
Change in fair value of 10% convertible preferred stock warrants		-			(120,973	)
Change in allowance for doubtful accounts		51,534			-
Interest expense paid in shares of common stock		304,189			385,269
Share-based compensation		354,172			221,785
Changes in operating assets and liability:
Accounts receivable		(344,246	)		(499,449	)
Inventories		(2,509,767	)		467,758
Prepaid expenses and deposits		27,029			59,250
Accounts payable		1,864,456			(14,853	)
Accrued liabilities		253,212			242,478
Net cash used in operating activities		(3,375,244	)		(1,829,630	)
Cash flows from investing activities:
Purchase of property and equipment		(824,151	)		(377,855	)
Net cash used in investing activities		(824,151	)		(377,855	)
Cash flows from financing activities:
Proceeds from issuance of 8% convertible promissory notes, net		-			2,694,363
Proceeds from 12% convertible promissory notes, net		4,444,664			-
Repayments of other debt		(21,739	)		(41,381	)
Net cash provided by financing activities		4,422,925			2,652,982
Net increase in cash		223,530			445,497
Cash and cash equivalents at beginning of period		221,437			883,936
Cash and cash equivalents at end of period	$	444,967		$	1,329,433
Supplemental disclosures of cash flow information:
Cash paid for interest	$	187,039		$	75,312
Non-cash investing and financing activities
Shares issued in payment of dividends on 10% convertible preferred stock		143,024			183,346
Dividends on 10% convertible preferred stock		172,935			159,797
Amortization of conversion feature of 10% convertible preferred stock		-			221,386

(See accompanying notes to the unaudited consolidated financial statements.) 

7

AXION INTERNATIONAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Summary of Significant Accounting Policies

(a) Business and Basis of Financial Statement Presentation

Axion International Holdings, Inc. (“Holdings”) was formed in 1981. In November 2007, Holdings entered into an Agreement and Plan of Merger, among Holdings, Axion Acquisition Corp., a Delaware corporation and a newly created direct wholly-owned subsidiary of Holdings (the “Merger Sub”), and Axion International, Inc., a Delaware corporation which incorporated on August 6, 2006 with operations commencing in November 2007 (“Axion”).  On March 20, 2008 Holdings consummated the merger (the “Merger”) of Merger Sub into Axion, with Axion continuing as the surviving corporation and a wholly-owned subsidiary of Holdings. Axion Recycled Plastics Incorporated, an Ohio corporation and a wholly-owned subsidiary of Axion, was established to purchase certain tangible and intangible assets of a plastics recycling company during November 2013.

The Company was founded in 2007 to exploit a proprietary technology that enabled the conversion of recycled plastics into a benchmark structural plastic material yielding components which demonstrated significant strength, durability and application versatility. We manufacture, market and sell ECOTRAX® rail ties and STRUXURE® building products, with significant focus on construction mats. Our ECOTRAX® and STRUXURE® products are fully derived from post-consumer and post-industrial recycled plastics, such as high-density polyethylene, polystyrene and polypropylene. 

Our consolidated financial statements include the accounts of our wholly-owned subsidiaries and all intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements of Holdings have been prepared in accordance with Rule S-X of the Securities and Exchange Commission and with the instructions to Form 10-Q, and accordingly, they do not include all of the information and footnotes which may be required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. However, the results from operations for the three months ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated December 31, 2014 financial statements and footnotes thereto included in the Company's Form 10-K filed with the SEC.

(b) Cash and Cash Equivalents

For purposes of our balance sheet and statement of cash flows, we consider all highly liquid debt instruments, purchased as an investment, with an original maturity of three months or less to be cash equivalents. At March 31, 2015 and December 31, 2014, we maintained all of our cash in demand or interest-bearing accounts at commercial banks.

(c) Allowance for Doubtful Accounts

We accrue a reserve on a receivable when, based upon the judgment of management, it is probable that a receivable will not be collected and the amount of any reserve may be reasonably estimated. During the three months ended March 31, 2015, we accrued $51,534 net of collections, for doubtful accounts. At March 31, 2015 and December 31, 2014 our reserve for uncollectable accounts receivables was $62,324 and $10,790, respectively.

8

(d) Property and Equipment

Property and equipment are recorded at cost and depreciated and amortized using the straight-line method over estimated useful lives of two to twenty years.  Costs incurred that extend the useful life of the underlying asset are capitalized and depreciated over the remaining useful life. Repairs and maintenance are charged directly to operations as incurred.

Our property and equipment is comprised of the following:

	March 31, 2015			December 31, 2014
Office furniture and equipment	$	112,049		$	110,173
Machinery and equipment		11,382,668			10,560,393
Purchased software		147,547			147,547
Subtotal – property and equipment, at cost		11,642,264			10,818,113
Less accumulated depreciation		(2,455,437	)		(2,139,181	)
Net property and equipment	$	9,186,827		$	8,678,932

Depreciation expense charged to income during the three months ended March 31, 2015 and 2014 was $316,256 and $254,815, respectively.

(e) Exclusive Agreement

Our proprietary technologies are derived in part from material compositions of matter, processing and use and design patents held by Rutgers University, which have been exclusively licensed to us in February 2007 for United States, Canada, Central and South America, the Caribbean Territory, South Korea, Saudi Arabia, Russia, Mexico and China (where we are a co-licensee). Patents do not exist in all countries for which a license has been granted to us. Although our license agreement with Rutgers also includes know-how, we do not believe that any proprietary know-how is attributable to, or has been obtained by us from Rutgers so that we may not have exclusivity in all countries licensed to us where patents do not exist. Conversely, our position as to our licensed rights also enables Axion to market its products in countries licensed to others in which patents have not been filed, such as Australia and New Zealand. We are in the process of pursuing a resolution of these license issues with Rutgers. The Rutgers patents have limited remaining lives and will start expiring in 2016.

The Rutgers royalty-bearing license includes certain minimum royalty provisions. Royalties payable to Rutgers, for the three months ended March 31, 2015 and 2014 were $50,000 and $50,000, respectively.

(f) Definite Life Intangible Assets

During the year ended December 31, 2013, we acquired a plastic reprocessing business which gave rise to certain definite life intangible assets associated with the acquired customer list and trademark. In accordance with FASB ASC topic, “Goodwill and Other Intangible Assets”, acquired definite life intangibles, are subject to amortization over their useful lives. The method of amortization selected reflects the pattern in which the economic benefits of the specific intangible asset is consumed or otherwise used up. Since that pattern cannot be reliably determined, a straight-line amortization method has been used over the estimated useful life. Intangible assets that are subject to amortization are reviewed for potential impairment at least annually or whenever events or circumstances indicate that carrying amounts may not be recoverable.

During the three months ended September 30, 2014, we determined that our definite life intangible assets primarily associated with our acquired customer list was impaired and of no further value and accordingly we recorded a charge to other expenses for the remaining unamortized balance of $545,750, therefore we did not record any further amortization of definite life intangible assets during the three months ended March 31, 2015. For the three months ended March 31, 2014 we amortized to operating expenses $19,750 of these intangible assets.

9

(g) Indefinite Life Intangible Assets - Goodwill

In accordance with the FASB ASC topic, “Goodwill and Other Intangible Assets”, indefinite life assets, such as goodwill, acquired as a result of our acquisition of the plastic reprocessing business and which are not subject to amortization are tested for impairment annually, or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.

During the year ended December 31, 2014, our financial results for the reprocessed plastics business and our decision to transition the reprocessing plastics business to a facility extruding our historical proprietary products, represented a triggering event requiring a goodwill impairment test. During the year ended December 31, 2014, we tested the goodwill intangible asset associated with the acquisition in November 2013 of the reprocessed plastics business. Based on our test for impairment done during the year ended December 31, 2014, we determined there was no impairment of the goodwill.

(h) Revenue and Related Cost Recognition

In accordance with FASB ASC 605 “Revenue Recognition”, revenue is recognized when persuasive evidence of an agreement with the customer exists, products are shipped or title passes pursuant to the terms of the agreement with the customer, the amount due from the customer is fixed or determinable, collectability is reasonably assured, and there are no significant future performance obligations. In most cases, we receive a purchase order from our customer specifying the products requested and delivery instructions. We recognize revenue upon our delivery or shipment of the products as specified in the purchase order. In other cases where we have a contract which provides for a large number of products and few actual deliveries, the revenues are recorded each month as the products are produced and the risk of ownership passes to the customer upon pre-delivery acceptance. Prior to deliveries, our customer’s products are segregated from our inventory and not available for fulfilling other orders.

Our costs of sales are predominately comprised of the cost of raw materials and the costs and expenses associated with the production of the finished product. Prior to 2013, we utilized third-party manufacturers, where under one arrangement we purchased and supplied the raw materials to the third-party manufacturer and we paid them a per-pound cost to produce the finished product. Under another arrangement, the third-party manufacturer sourced and paid for the raw materials and we purchased the finished product from them at a cost per unit. Beginning in 2013, we initiated production of our finished products within a leased facility utilizing our own employees. Additionally, in late 2013 we acquired the assets of a plastics recycling company and during 2014 converted the production capabilities of the facility to that of our finished products and continue to reprocess recycled plastics for use in our own finished products and to sell any excess to customers for use in their finished products.  Our costs of sales may vary significantly as a result of the variability in the cost of our raw materials and the efficiency with which we plan and execute our manufacturing processes.

Historically, we have not had significant warranty replacements, but from time to time due to the improper installation of certain of our rail ties, we agree to replace the rail ties as a customer relationship matter. Although we have replaced our engineered products for various reasons, we do not anticipate additional significant situations where we might again replace improperly installed products and therefore do not provide for future warrant expenses.

(i) Income Taxes

Income tax provision consists of federal and state corporate income taxes resulting from our operations in the United States. The income tax provision differs from the expected tax provisions computed by applying the U.S. Federal statutory rate to loss before income taxes primarily because we have historically maintained a full valuation allowance on our deferred tax assets and to a lesser extent because of the impact of state income taxes. As described in our Form 10-K for the year ended December 31, 2014, we maintain a full valuation allowance in accordance with ASC 740, “Accounting for Income Taxes”, on our net deferred tax assets. Until we achieve and sustain an appropriate level of profitability, we plan to maintain a valuation allowance on our net deferred tax assets.

We are current with the filing of our federal and state income tax returns. Our income tax returns are open to examination by federal and state authorities, based on statute of limitations, which is three years.

10

(j) Derivative Instruments

For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period as a charge or credit to other expenses. We use the Monte Carlo simulation, and other models, as appropriate to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

(k) Share-Based Compensation

We record share-based compensation for transactions in which we exchange our equity instruments (shares of common stock, options and warrants) for services of employees, consultants and others based on the fair value of the equity instruments issued on the measurement date.  The fair value of common stock awards is based on the observed market value of our stock.  We calculate the fair value of options and warrants using the Black-Scholes option pricing model.  Expense is recognized, net of expected forfeitures, over the period of performance.  When the vesting of an award is subject to performance conditions, no expense is recognized until achievement of the performance condition is deemed to be probable. Awards to consultants are marked to market at each reporting period as they vest, and the resulting value is recognized as an adjustment against our earnings for the period.

(l) Earnings and Loss Per Share

Basic earnings or loss per share are computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period.  Diluted earnings per share include the effects on our weighted average number of common shares outstanding of the potential dilution of (i) outstanding options and warrants, as determined using the treasury stock method and (ii) convertible securities as determined using the as-if converted method. For the three months ended March 31, 2015 there was no dilutive effects of such securities as we incurred a net loss for that period. 

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2014:

Numerator for basic earnings per share calculation - income attributable to common shareholders	$	3,188,453
Interest on 8% convertible promissory notes		265,882
Dividends for 10% convertible preferred stock		159,797
Accretion of discount on 10% convertible preferred stock		221,386
Numerator for diluted earnings per share calculation - income attributable to common shareholders	$	3,835,518
Denominator for basic earnings per share - weighted-average shares outstanding		31,874,213
Incremental shares attributable to:
Options and warrants		13,845,932
8% convertible promissory notes		38,296,826
10% convertible preferred stock		6,946,230
Denominator for diluted earnings per share		90,963,201
Basic earnings per share	$	0.10
Diluted earnings per share	$	0.04

11

(m) Fair Value of Financial Instruments

Fair value is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date.  The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability.  Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value.  Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment.  These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability.  We have categorized our financial assets and liabilities that are recurring at fair value into a three-level hierarchy in accordance with these provisions.

(n) Concentration of Credit Risk

We maintain our cash with several major U.S. domestic banks. The amount held in these banks exceeds the insured limit of $250,000 from time to time.  We have not incurred losses related to these deposits.

At March 31, 2015, two of our customers had unpaid accounts due us representing 36% and 19% of our accounts receivable balance at March 31, 2015. At December 31, 2014, two of our customers had unpaid accounts due us representing 35% and 28% of our accounts receivable balance at December 31, 2014.

(o) New Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and the guidance defines a five step process to achieve this core principle. The ASU is effective for the Company's 2017 fiscal year and may be applied either (i) retrospectively to each prior reporting period presented with an election for certain specified practical expedients, or (ii) retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application, with additional disclosure requirements. The Company is evaluating the potential impact of this new guidance, but does not currently anticipate that the application of ASU No. 2014-09 will have a significant effect on its financial condition, results of operations or its cash flows. We have not yet determined the method by which we will adopt the standard in 2017.

In August 2014, the FASB issued 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, which provides guidance on determining when and how to disclose going-concern uncertainties in an entity's financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company does not currently anticipate that the application of ASU No. 2014-15 will have an effect on its financial condition, results of operations or its cash flows.

(p) Use of Estimates

The preparation of our financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

Note 2 - Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates our continuation as a going concern.  At March 31, 2015, we had a working capital deficit of $5.2 million, a stockholders’ deficit of $25.1 million and have accumulated losses to date of $78.5 million.  This raises substantial doubt about our ability to continue as a going concern.  In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon our ability to meet our financing requirements, either by raising additional capital or the success of our business plan and future operations. We are actively seeking additional capital to take us through our current phase of growth, and consequently, we have adjusted our capacity expansion projects, engaged in discussions with our industry partners, realigned manufacturing activities with existing customer obligations, and continue to actively manage our inventory to meet customer expectations and commitments. We have engaged strategic and financial advisors to hasten the process of developing additional sources of public or private capital investments. There is no assurance that we will be successful in raising sufficient funds to assure our eventual profitability. We believe that actions planned and presently being taken to revise our operating and financial requirements provide us the opportunity to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties.

12

Note 3 - Inventories

Inventories are priced at the lower of cost or market and consist primarily of raw materials, parts for assembling our finished products and finished products.

Our inventories consisted of:

	March 31, 2015		December 31, 2014
Finished products	$	7,658,488	$	5,202,608
Production materials		831,736		777,849
Total inventories	$	8,490,224	$	5,980,457

Note 4 - Accrued Liabilities

The components of accrued liabilities are:

	March 31, 2015		December 31, 2014
Royalties	$	132,593	$	132,593
Interest		610,683		398,157
Rent		397,085		335,096
Payroll		162,899		127,635
Real estate taxes		34,735		92,549
Board of director fees		45,500		31,000
Miscellaneous		30,837		44,090
Total accrued liabilities	$	1,414,332	$	1,161,120

13

Note 5 - Derivative Liabilities

8% Convertible Promissory Notes (2012) – Conversion Option and Warrants

Prior to, and through April 8, 2014, we issued 8% convertible promissory notes (the “8% Notes (2012)”). See Note 8 for further discussion. The 8% Notes (2012) met the definition of a hybrid instrument, as defined in the ASC Topic 815 “Derivatives and Hedging” (“ASC 815”). The hybrid instrument was composed of a debt instrument, as the host contract, and an option to convert the debt outstanding under the terms of the 8% Notes (2012), into shares of our common stock. The 8% Notes (2012) were issued with a warrant to purchase shares of our common stock. Both the conversion option and the warrants are derivative liabilities. The conversion option derives its value based on the underlying fair value of the shares of our common stock which is not clearly and closely related to the underlying host debt instrument since the economic characteristics and risk associated with the conversion option derivative are based on the common stock fair value. The warrants do not qualify as equity under ASC 815. Accordingly, changes in the fair value of these warrant and conversion option liabilities are immediately recognized in earnings and classified as a change in fair value in the statement of operations.

During the three months ended June 30, 2014, we offered all warrant holders the right to exchange their warrants for their fair value, as calculated using the Black-Scholes option pricing model, for shares of common stock. All warrants associated with the 8% Notes (2012) were exchanged for shares of common stock resulting in no derivative liability for the warrants at and after June 30, 2014.

We determined the fair value of the conversion option and warrant derivative liabilities on the various dates of issuance and recorded these fair values as a discount to the debt and a derivative liability. The aggregate fair value of all the conversion options on March 31, 2015 was $381,000. The $1.6 million decrease in the fair value of this derivative liability during the three months ended March 31, 2015 was recorded as a change in derivative liability in the statement of operations.

12% Convertible Promissory Notes – Conversion Option

During the three months ended September 30, 2014, we issued 12% convertible promissory notes (the “12% Notes”). See Note 8 for further discussion. The 12% Notes met the definition of a hybrid instrument, as defined in the ASC Topic 815 “Derivatives and Hedging” (“ASC 815”). The hybrid instrument was composed of a debt instrument, as the host contract, and an option to convert the debt outstanding under the terms of the 12% Notes, into shares of our common stock. The conversion option is a derivative liability. The conversion option derives its value based on the underlying fair value of the shares of our common stock which is not clearly and closely related to the underlying host debt instrument since the economic characteristics and risk associated with the conversion option derivative are based on the common stock fair value. Accordingly, changes in the fair value of the conversion option liabilities are immediately recognized in earnings and classified as a change in fair value in the statement of operations.

We determined the fair value of the conversion option derivative liability on the date of issuance and recorded the fair value as a discount to the debt and a derivative liability. The fair value of the conversion option on March 31, 2015 was $158,000. The $89,000 increase in the fair value of this derivative liability during the three months ended March 31, 2015 was recorded as a change in derivative liability in the statement of operations.

The estimated fair values of the derivative liabilities associated with the 8% Notes (2012) and the 12% Notes, for the conversion options and warrants issued through and as of March 31, 2015 were computed by a third party using Monte Carlo simulations based on the following ranges for each assumption:

	At Issuances			March 31, 2015
Volatility		40.0% to 45.0	%		35.0	%
Risk-free interest rate		0.11% to 0.3	%		0.03% to 0.10	%
Dividend yield		0.0	%		0.0	%
Expected life		1.1 to 1.6 years			0.3 to 0.4 years

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Placement Agent Warrants

We issued warrants to the placement agents for the sale of our 10% convertible preferred stock, to purchase 58,352 shares of 10% convertible preferred stock at $10 per share. Since the underlying 10% convertible preferred stock is redeemable by the holder after three years from the date of purchase, we recorded the fair value of the warrants at issuance, as a liability on our balance sheet and we re-measure this warrant liability at each reporting date, with changes in fair value recognized in earnings each reporting period. We estimated the fair value at March 31, 2015 of this derivative liability by using the Black-Scholes option pricing model with the following assumptions - (i) no dividend yield, (ii) an expected volatility of 85%, (iii) a risk-free interest rate 0.5%, and (iv) an expected life of approximately 1 year. The fair value of the warrant liability at March 31, 2015 and December 31, 2014 was $52,720.

Accounting for Fair Value Measurements

We are required to disclose the fair value measurements required by Accounting for Fair Value Measurements. The derivative liabilities recorded at fair value in the balance sheet as of March 31, 2015 and December 31, 2014 is categorized based upon the level of judgment associated with the inputs used to measure its fair value. Hierarchical levels, defined by Accounting for Fair Value Measurements are directly related to the amount of subjectivity associated with the inputs to fair valuation of the liability is as follows:

Level 1 -	Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2 -	Inputs other than Level 1 inputs that are either directly or indirectly observable; and
Level 3 -	Unobservable inputs, for which little or no market data exist, therefore requiring an entity to develop its own assumptions.

The following table summarizes the financial liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	As of March 31, 2015
							Derivative
							Liabilities at
	Level 1		Level 2		Level 3		Fair Value
8% Convertible promissory notes:
Conversion option	$	-	$	-	$	381,000	$	381,000
12% Convertible promissory notes:
Conversion option		-		-		158,000		158,000
Derivative liabilities - Current		-		-		539,000		539,000
Placement agent warrants - Non-current		-		-		52,720		52,720
Derivative liabilities - Total	$	-	$	-	$	591,720	$	591,720

	As of December 31, 2014
							Derivative
							Liabilities at
	Level 1		Level 2		Level 3		Fair Value
8% Convertible promissory notes:
Conversion option	$	-	$	-	$	1,984,000	$	1,984,000
12% Convertible promissory notes:
Conversion option		-		-		69,000		69,000
Derivative liabilities - Current		-		-		2,053,000		2,053,000
Placement agent warrants - Non-current		-		-		52,720		52,720
Derivative liabilities - Total	$	-	$	-	$	2,105,720	$	2,105,720

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The following table is a reconciliation of the derivative liabilities for which Level 3 inputs were used in determining fair value during the three ended March 31, 2015 and 2014: 

	For the Three Months Ended March 31, 2015
			Fair Value
	Balance - January 1,		of Derivative		Change in			Balance - March 31,
	2015		Liability		Fair Value			2015
8% Convertible promissory notes:
Conversion option	$	1,984,000	$	-	$	(1,603,000	)	$	381,000
Warrants		-		-		-			-
12% Convertible promissory notes:
Conversion option		69,000		-		89,000			158,000
Derivative liabilities - Current		2,053,000		-		(1,514,000	)		539,000
Placement agent warrants - Non-current		52,720		-		-			52,720
Derivative liabilities - Total	$	2,105,720	$	-	$	(1,514,000	)	$	591,720

	For the Three Months Ended March 31, 2014
			Fair Value
	Balance - January 1,		of Derivative		Change in			Balance - March 31,
	2014		Liability		Fair Value			2014
8% Convertible promissory notes:
Conversion option	$	12,400,000	$	1,025,139	$	(5,021,139	)	$	8,404,000
Warrants		4,790,000		391,365		(1,830,365	)		3,351,000
Derivative liabilities - Current		17,190,000		1,416,504		(6,851,504	)		11,755,000
Placement agent warrants - Non-current		296,194		-		(120,973	)		175,221
Derivative liabilities - Total	$	17,486,194	$	1,416,504	$	(6,972,477	)	$	11,930,221

 Note 6 - Debt

The components of our debt are summarized as follows:

	Due	March 31, 2015			December 31, 2014
8% convertible promissory notes (2012)	Beginning in August 2017	$	16,628,188		$	16,628,188
12% revolving credit facility	December 31, 2015		2,000,000			2,000,000
3% promissory note	February 1, 2018		258,104			279,843
4.25% bank term loans	November 15, 2018		4,400,000			4,400,000
8% convertible promissory notes (2014)	June 11, 2019		2,000,000			2,000,000
12% convertible promissory notes	June 30, 2015		1,000,000			1,000,000
5% bank term loan	September 18, 2017		4,000,000			4,000,000
12% secured notes	June 30, 2015		6,394,664			1,950,000
Subtotal			36,680,956			32,258,031
Less debt discount			(3,617,665	)		(4,360,647	)
Subtotal – net of debt discount			33,063,291			27,897,384
Less current portion			(9,532,488	)		(5,011,738	)
Total – long term debt		$	23,530,803		$	22,885,646

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8% Convertible Promissory Notes (2012)

Through March 31, 2015, pursuant to the terms of our 8% convertible promissory notes (the “2012 Notes”), we issued and sold to Melvin Lenkin, Samuel Rose and Allen Kronstadt collectively the “Investors”, (see Note 13 regarding related party transactions) and several unaffiliated investors (i) an aggregate principal amount of $15,628,188 of 2012 Notes convertible into shares of our common stock at $0.40 per share and an aggregate principal amount of $1,000,000 of 2012 Notes, convertible into shares of our common stock at a conversion price equal to $0.74 per share, respectively subject to adjustment as provided on the terms of the 2012 Notes, and (ii) associated warrants to purchase, in the aggregate, 37.8 million shares of common stock, subject to adjustment as provided on the terms of the warrants. During the three months ended June 30, 2014, we offered all warrant holders the right to exchange their warrants for their fair value, as calculated using the Black-Scholes option pricing model, for shares of common stock. All warrants associated with the 2012 Notes were exchanged for shares of common stock.

The 2012 Notes, including all outstanding principal and accrued and unpaid interest, are due and payable on the earlier of five years from date of issuance or upon the occurrence of an Event of Default (as defined in the 2012 Notes). We may prepay the 2012 Notes, in whole or in part, upon 60 calendar-days prior written notice to the holders thereof. Interest accrues on the 2012 Notes at a rate of 8.0% per annum, payable during the first three years that the 2012 Notes are outstanding in shares of common stock, valued at the weighted average price of a share of common stock for the twenty consecutive trading days prior to the interest payment date, pursuant to the terms of the 2012 Notes. During the fourth and fifth years that the 2012 Notes are outstanding, interest that accrues under the 2012 Notes shall be payable in cash.

In connection with the sale of our 2012 Notes, we entered into a Note Purchase Agreement, (i) we granted to the Investors certain demand and piggyback registration rights with respect to the registration of certain Company securities under the Securities Act and the rules and regulations promulgated thereunder, and (ii) we granted a security interest and lien in all of our assets and rights to the Investors to secure our obligations under the 2012 Notes.

Interest expense for the three months ended March 31, 2015 and 2014 was $347,589 and $265,882, respectively. Accrued interest at March 31, 2015 of $347,589 was paid with 1,121,256 shares of common stock, in lieu of cash, and issued subsequent to March 31, 2015.

The issuance costs of approximately $146,700, plus the fair values at issuances of the conversion option derivative liability and the warrants derivative liability were recorded as a discount to the 2012 Notes. This debt discount is amortized to other expenses in our statement of operations over the initial term of the 2012 Notes. During the three months ended March 31, 2015, and 2014 we amortized $386,317 and $379,795, respectively of the discount to other expenses in our statement of operations. At March 31, 2015, the unamortized discount was $2.1 million. See Note 7 for further discussion of these derivative liabilities.

12% Revolving Credit Agreement

During the year ended December 31, 2013, we entered into a Revolving Credit and Letter of Credit Support Agreement (the “Revolving Loan Agreement”) with MLTM Lending, LLC, a Maryland limited liability company (“MLTM”), and Samuel G. Rose (“Rose” and together with MLTM, the “Lenders”), pursuant to which the Lenders have agreed to lend us up to $2,000,000 on a revolving basis. In addition, the Revolving Loan Agreement provides that MLTM will provide letter of credit support to us of up to $500,000 (the “LC Sublimit”). Each revolving loan made under the Revolving Loan Agreement bears interest at 12% per annum, of which 4% is payable by us in cash on the first business day of each month, and 8% is payable by us in shares of our common stock on the first business day of each calendar quarter, valued at a price equal to the average of the Weighted Average Price (as such term is defined in the Revolving Loan Agreement) of a share of our common stock for 20 consecutive trading days prior to the interest payment date. Under the terms of the Revolving Loan Agreement, we may prepay the revolving loans at any time, in whole or in part, together with all accrued and unpaid interest, without premium or penalty. The Lenders may accelerate all amounts due under the Revolving Loan Agreement, together with accrued and unpaid interest, upon the occurrence of an Event of Default, as defined in the Revolving Loan Agreement. The maturity date of the Revolving Loan Agreement is December 31, 2015 (the “Maturity Date”). During the year ended December 31, 2013, we borrowed $2,000,000 less fees, under the Revolving Loan Agreement which remained outstanding through March 31, 2015.

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As consideration for the revolving loans extended under the Revolving Loan Agreement, with respect to the year ending December 31, 2013, and prior to each of December 31, 2014 and 2015, we are required to issue to the Lenders an aggregate of 200,000 shares of our common stock during each such calendar year, up to a total of 600,000 shares of our common stock. The fair value of this common stock on the date of issue is recorded as a discount to the revolving loan debt and is amortized to other expenses in our statement of operations over the annual period. Pursuant to the terms of the Revolving Loan Agreement, through March 31, 2015 we have issued 400,000 shares of common stock. As consideration for MLTM providing letter of credit support, we are required to pay a letter of credit commission fee on the date of the Revolving Loan Agreement, and on each one year anniversary of the date of the Revolving Loan Agreement prior to the Maturity Date, in the amount equal to (i) 2% of the LC Sublimit in cash and (ii) shares of our common stock, with an aggregate value of 4% of the LC Sublimit, with each such share of our common stock valued at a price equal to the average of the Weighted Average Price of a share of our common stock for the 20 consecutive trading days prior to the date of payment. The issuance of the shares of common stock results in additional interest expense.

In connection with the entry into the Revolving Loan Agreement, pursuant to the terms thereof, we and the Lenders entered into a Security Agreement pursuant to which the Borrowers were granted a security interest and lien in all of our accounts receivable and inventory to secure the Borrowers’ obligations under the Revolving Loan Agreement.

Interest expense for the three months ended March 31, 2015 and 2014 was $61,807 and $67,058. Of the $61,087 of interest expense for the three months ended March 31, 2015, $20,000 was paid in cash or is to be paid in cash and the balance of $41,807 was or will be paid in shares of common stock.

The issuance costs plus the fair values of the shares of our common stock issued annually as consideration for the revolving loans and the letter of credit support, are recorded as a discount to the revolving loans. This debt discount is amortized to other expenses in our statement of operations over the annual period ending November 30. During the three months ended March 31, 2015 and 2014, we amortized $41,263 and $56,613, respectively of the discount to other expenses in our statement of operations.

3% Promissory Note

On November 15, 2013, our subsidiary, Axion Recycled Plastics Incorporated (“Axion Recycling”), entered into an Asset Purchase Agreement (the “Purchase Agreement”). See Notes 3 and 4 for further discussion. Pursuant to the terms of the Purchase Agreement, Axion Recycling acquired certain assets relating to the operation of a recycled plastics facility located in Zanesville, Ohio (the “Facility”). As a component of the consideration paid by Axion Recycling for these asset was the assumption of a 3% promissory note (the “Promissory Note”) with a remaining principal balance of $258,104 as of March 31, 2015. The principal and interest at 3% per annum, is payable in eighty-four monthly installments with the last installment due on February 1, 2018.

The payment of the Promissory Note and all interest thereon is secured by a first interest in certain equipment owned by Axion Recycling. We may prepay the Promissory Note at any time, in whole or in part, together with all accrued and unpaid interest, without premium or penalty.

Interest expense for the three months ended March 31, 2015 and 2014 of $2,045 and $2,904, respectively was paid in cash.

4.25% Bank Term Loans

During the year ended December 31, 2013, we purchased certain tangible and intangible assets including property and equipment of a plastics recycling company (see Note 3 for further discussion), which were funded, in part, by term loans (the “Bank Term Loans”) made by The Community Bank in the aggregate principal amounts of $1,000,000 and $3,500,000. Each of the Bank Term Loans bears interest at 4.25% per annum and matures on November 15, 2018. With respect to principal payments under the Bank Loans, $100,000 is due on each of November 15, 2014 and 2015, $250,000 is due on each of November 15, 2016 and 2017, and the balance of the principal amounts outstanding under the Bank Term Loans is due on November 15, 2018. The Bank Term Loans may be prepaid in full or in part at any time without premium or penalty. The Community Bank may accelerate all amounts due under the Bank Term Loans, together with accrued and unpaid interest, upon the occurrence of an Event of Default, as defined in the documents. We were in compliance with the term of the Bank Term Loans at March 31, 2015.

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The Bank Term Loans are secured by a security interested in all of the equipment we purchased pursuant to this transaction and in certain of our equipment located at our Waco, Texas facility.

Interest expense for the three months ended March 31, 2015 and 2014 of $46,761 and $47,812, respectively was paid in cash.

8% Convertible Promissory Notes (2014)

During the year ended December 31, 2014 pursuant to the terms of our 8% convertible promissory notes (the “2014 Notes”), we issued and sold to MLTM Lending, LLC, Samuel Rose and Allen Kronstadt collectively the “Investors”, (see Note 13 regarding related party transactions) an aggregate principal amount of $2,000,000 of our 2014 Notes which are initially convertible into 7.5 million shares of our common stock, subject to adjustment as provided on the terms of the 2014 Notes, (i) at any time prescribed by the Investors or (ii) upon any date prior to June 11, 2019 (the “Maturity Date”) which the Company’s common shares are listed on a U.S. based stock exchange.

The fair value of the conversion option derivative liability at issuance, was recorded as a discount to the 2014 Notes. This debt discount is amortized to other expenses in our statement of operations over the term of the 2014 Notes. During the three months ended March 31, 2015, we amortized $281,240 of the discount to other expenses in our statement of operations. At March 31, 2015, the unamortized discount was $1.5 million. See Note 7 for further discussion of this derivative liability.

The 2014 Notes, including all outstanding principal and accrued and unpaid interest, are due and payable on the Maturity Date or upon the occurrence of an Event of Default (as defined in the 2014 Notes). We may prepay the 2014 Notes, in whole or in part, upon notice to the holders thereof. Interest accrues on the 2014 Notes at a rate of 8.0% per annum, payable quarterly starting with September 30, 2014. For the quarter ended December 31, 2014 and for each subsequent quarter that the 2014 Notes are outstanding, the Investors shall have the right to have the interest paid in shares of common stock, valued at the weighted average price of a share of common stock for the twenty consecutive trading days ending with the end of the quarter, pursuant to the terms of the 2014 Notes.

Interest expense for the three months ended March 31, 2015 was $40,000 and was paid in cash prior to or subsequent to March 31, 2015. 

12% Convertible Promissory Notes

During the year ended December 31, 2014 pursuant to the terms of our 12% convertible promissory notes (the “12% Notes”), we issued and sold to MLTM Lending, LLC, Samuel Rose and Allen Kronstadt collectively the “Investors”, (see Note 13 regarding related party transactions) an aggregate principal amount of $1,000,000 of our 12% Notes. Upon sixty days’ notice, the principal due under the 12% Notes is convertible into shares of our common stock based on a Conversion Price which is 85% of the weighted average volume price per day of our common stock for the ten consecutive trading days preceding the day upon which the notice of conversion is received by us, pursuant to the 12% Notes.

The 12% Notes, including all outstanding principal and accrued and unpaid interest, are due and payable on June 30, 2015 or upon the occurrence of an Event of Default (as defined in the 12% Notes). We may prepay the 12% Notes, in whole or in part, upon notice to the holders thereof. Interest accrues on the 12% Notes at a rate of 12% per annum, payable monthly.

Interest expense for the three months ended March 31, 2015 was $30,000 and was paid in cash prior to or subsequent to March 31, 2015.

5% Bank Promissory Note

During the year ended December 31, 2014, we borrowed $4.0 million from a commercial bank (the “Bank”) pursuant to the terms of a promissory note and loan agreement (the “5% Bank Note”). Interest accrues on the outstanding principal at a fixed interest rate of 5% per annum and is payable monthly. All outstanding principal and accrued but unpaid interest is due on September 18, 2017. The 5% Bank Note may be prepaid in full or in part at any time without premium or penalty. The Bank may accelerate all amounts due under the Bank Term Loans, together with accrued and unpaid interest, upon the occurrence of an Event of Default, as defined in the documents. We were in compliance with the terms of the 5% Bank Note at March 31, 2015.

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The Bank was induced to enter into the 5% Bank Note with the guarantee of Melvin Lenkin, Samuel Rose and Allen Kronstadt, collectively the “Investors”, (see Note 15 regarding related party transactions). In a separate agreement between the Bank and the Investors, the Investors agreed, among other terms, to guarantee to the Bank the full and punctual payment of all obligations which we have with the Bank in connection with the 5% Bank Note.

Interest expense for the three months ended March 31, 2015 of $50,000 was paid in cash prior to or subsequent to March 31, 2015.

12% Secured Notes

Through March 31, 2015 pursuant to the terms of our 12% secured notes (the “12% Secured Notes”), we issued and sold to MLTM Lending, LLC, Samuel Rose and Allen Kronstadt collectively the “Investors”, (see Note 13 regarding related party transactions) an aggregate principal amount of $6,394,664 of our 12% Secured Notes. Pursuant to the terms of the Pledge Agreement entered into contemporaneous with the 12% Secured Notes, we provided a security interest in favor of the Investors in all of our rights, title and interest in the pledged shares of common stock of certain wholly-owned subsidiaries of the Company.

The 12% Secured Notes, including all outstanding principal and accrued and unpaid interest, are due and payable on June 30, 2015 or upon the occurrence of an Event of Default (as defined in the 12% Secured Notes). We may prepay the 12% Secured Notes, in whole or in part, upon notice to the holders thereof. Interest accrues on the 12% Secured Notes at a rate of 12% per annum.

Interest expense for the three months ended March 31, 2015 was $137,403 and will be paid in cash on June 30, 2015, at maturity.

Note 7 - 10% Convertible Redeemable Preferred Stock

The components of our 10% convertible preferred stock, classified as temporary equity in our balance sheet, are summarized as follows:

	March 31,		December 31,
	2015		2014
10% convertible preferred stock - face value	$	6,829,980	$	6,829,980
Unamortized discount		-		-
10% convertible preferred stock, net of discount	$	6,829,980	$	6,829,980

During the year ended December 31, 2011, we designated 880,000 shares of preferred stock as 10% convertible redeemable preferred stock (the “Preferred Stock”). The Preferred Stock has a stated value (the “Stated Value”) of $10.00 per share. The Preferred Stock and any dividends thereon may be converted into shares of our common stock at any time by the holder at a conversion rate, as adjusted (the “Conversion Rate”). The holders of the Preferred Stock are entitled to receive dividends at the rate of ten percent per annum payable quarterly. Dividends shall not be declared, paid or set aside for any series or other class of stock ranking junior to the Preferred Stock, until all dividends have been paid in full on the Preferred Stock. The dividends on the Preferred Stock are payable, at our option, in cash, if permissible, or in additional shares of common stock. The Preferred Stock is not subject to any anti-dilution provisions other than for stock splits and stock dividends or other similar transactions. The holders of the Preferred Stock shall have the right to vote with our stockholders in any matter. The number of votes that may be cast by a holder of our Preferred Stock shall equal the Stated Value of the Preferred Stock purchased divided by the Conversion Rate.

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The Preferred Stock is redeemable for cash by the holder any time after the three-year anniversary from the initial purchase. The Preferred Stock were purchased during March and April 2011, therefore holders of the Preferred Stock have the right to redeem their Preferred Stock any time after March 2014. Since we were precluded by Colorado law from redeeming any Preferred Stock upon the attainment of the redemption date, during the three months ended June 30, 2014, in exchange for extending the redemption date to after December 31, 2016, we’ve offered to reduce the conversion price to $0.70 for any conversions in 2015 and to $0.60 for any conversions in 2016 (the “Revised Conversion Terms”). We also offered to extend the expiration date of the Preferred Stock Warrants an additional two years. In exchange, the Preferred Stock Holders agreed to automatically convert their Preferred Stock on the date our common shares are listed on a U.S. based stock exchange (the “Up-listing Date”). In addition, any Preferred Stock Warrants remaining outstanding at the Up-listing Date, will be cancelled and the holder issued a number of shares of common stock equivalent to the fair value of those warrants. Holders of $6,079,980 of the outstanding Preferred Stock accepted this offer. During the three months ended September 30, 2014, we received the consent of a majority of both our common stock holders voting with the as-converted preferred stock holders and the preferred stock holders only, to automatically convert the Preferred Stock still outstanding at the Up-listing Date. Also, the Preferred Stock may be converted by us, provided that the variable weighted average price of our common stock has closed at $4.00 per share or greater, for sixty consecutive trading days and during such sixty-day period, the shares of common stock issuable upon conversion of the Preferred Stock have either been registered for resale or are issuable without restriction pursuant to Rule 144 of the Securities Act of 1933, as amended.

The Preferred Stock when issued was a hybrid instrument comprised of a (i) a preferred stock, (ii) an option to convert the preferred stock into shares of our common stock (the “Conversion Option”) and (iii) a warrant to purchase shares of our common stock to be issued if a certain revenue milestone (the “Revenue Milestone”) was not achieved (the “Make Good Warrant”), as an embedded derivative liability. The Conversion Option derives its value based on the underlying fair value of the shares of our common stock as does the Preferred Stock, and therefore is clearly and closely related to the underlying preferred stock. Since, at issuance the number of shares of common stock which the Make Good Warrant would be exercisable into, was not determinable, and since the fair value of the Make Good Warrants was deemed improbable, we did not record a derivative liability. See Note 7 for further discussion on these derivative liabilities.

Since our Revenue Milestone for the twelve months ended December 31, 2011 was not achieved (i) the Conversion Rate was reduced to $1.00, and (ii) each holder received a Make Good Warrant to purchase a number of shares of our common stock equal to fifty percent of the number of shares of common stock issuable upon conversion of the Preferred Stock at the Conversion Rate. The Make Good Warrants expire December 31, 2015, have an initial exercise price of $1.00 per share and provide for cashless exercise at any time the underlying shares of common stock have not been registered for resale under the Securities Act of 1933 or are issuable without restriction pursuant to Rule 144 of the Securities Act. During the three months ended June 30, 2014, we offered all warrant holders the right to exchange their warrants for their fair value, as calculated using the Black-Scholes option pricing model, for shares of common stock. Warrant holders holding approximately 84% of these outstanding warrants elected the exchange offer.

During the year ended December 31, 2011, we sold 759,773 shares of Preferred Stock at a price per share of $10, for gross proceeds of $7,597,730. We paid commissions, legal fees and other expenses of issuance of $828,340, which has been recorded as a discount and deducted from the face value of the Preferred Stock. At issuance of the Preferred Stock, we attributed a conversion option to the Preferred Stock based upon the difference between the Conversion Rate at the time of issuance and the closing price of our common stock on the date of issuance, which was recorded as a discount and deducted from the face value of the Preferred Stock. Pursuant to the Make Good adjustment of the Conversion Rate to $1.00, at December 31, 2011 the conversion option was recalculated as if the $1.00 Conversion Rate was in affect at issuance which amounted to $2.1 million, and the amortization of the related discount was adjusted for the year ended December 31, 2011. These discounts were amortized over three years consistent with the initial redemption terms, as a charge to additional paid-in capital, due to our deficit in retained earnings. For the three months ended March 31, 2014, we amortized $221,386 of these discounts to additional paid-in capital and at March 31, 2014, the Preferred Stock discount was fully amortized.

There were no conversions during the three months ended March 31, 2015 or 2014.

The Preferred Stock outstanding at March 31, 2015, is convertible into 9.4 million shares of our common stock pursuant to the Revised Conversion Terms or the original terms.

Historically, since the Preferred Stock could ultimately be redeemed at the option of the holder, the carrying value of the shares, net of unamortized discount and accumulated dividends, has been classified as temporary equity.

Our dividend payable on March 31, 2015 of $172,935 was paid, in lieu of cash, with 557,856 shares of common stock, which were issued subsequent to March 31, 2015.

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Placement Agent Warrants

We issued warrants to the placement agents for the sale of our Preferred Stock, to purchase 58,352 shares of 10% convertible preferred stock at $10 per share. Since at issuance, the number of shares of common stock which these warrants would be exercisable into was not determinable, we recorded the fair value of the warrants at issuance, as a liability on our balance sheet and we re-value this warrant liability at each reporting date, with changes in fair value recognized in earnings each reporting period. See Note 7 for further discussion of derivative liabilities.

Note 8 - Stockholders’ Equity

We are authorized to issue up to 250,000,000 shares of Common Stock, no par value, and up to 2,500,000 shares of Preferred Stock, no par value. There were 72,251,280 and 70,825,215 shares of common stock issued and outstanding at March 31, 2015 and December 31, 2014, respectively.  During the year ended December 31, 2011, we designated 880,000 shares of preferred stock as 10% convertible preferred stock and had issued and outstanding 682,998 shares of 10% convertible preferred stock at March 31, 2015 and December 31, 2014. We may issue additional shares of preferred stock, with dividend requirements, voting rights, redemption prices, liquidation preferences and premiums, conversion rights and other terms without a vote of the shareholders.

Common Stock Issuances for the Three Months Ended March 31, 2015

During January 2015, we issued 357,561 shares of common stock as payment of our dividends on our 10% convertible preferred stock, in lieu of cash, with a fair value on the date of issue of $143,024.

During January 2015, we issued 678,825 shares of common stock as payment of our interest on our 8% convertible notes, in lieu of cash, with a fair value on the date of issue of $271,530.

During January 2015, we issued 81,648 shares of common stock as payment of our interest on our 12% revolving credit agreement, in lieu of cash, with a fair value on the date of issue of $32,659.

During January 2015, we issued 1,667 shares of common stock to a consultant pursuant to terms of an agreement, with a fair value on the date of issue of $600.

During February 2015, we issued 1,666 shares of common stock to a consultant pursuant to terms of an agreement, with a fair value on the date of issue of $550.

During February 2015, we issued 303,031 shares of common stock to a consultant pursuant to terms of an agreement, with a fair value on the date of issue of $100,000.

During March 2015, we issued 1,667 shares of common stock to a consultant pursuant to terms of an agreement, with a fair value on the date of issue of $467

.

Note 9 - Share-based Compensation

Options

At our Annual Meeting of Shareholders during the year ended December 31, 2013, our shareholders approved an amendment to our 2010 Stock Plan to increase the number of shares of common stock reserved thereunder by 2,000,000 shares. In addition, during the three months ended March 31, 2014 the board approved an additional 2,000,000 shares to be available for award under the 2010 Stock Plan, subject to shareholder approval, which brought the total available for award under the 2010 Stock Plan to 7,000,000 shares. The exercise price of an option is established by the Board of Directors on the date of grant and is generally equal to the market price of the stock on the grant date.  The Board of Directors may determine the vesting period for each new grant. Options issued are exercisable in whole or in part for a period as determined by the Board of Directors of up to ten years from the date of grant. 

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During the three months ended March 31, 2015, we awarded options to purchase 3.3 million shares of our common stock at an exercise price of $0.30 to our leadership team. The right to exercise these options vests in 90 days of the award. We estimated the fair value of these options to be $690,129 with one-third charged to expense in our statement of operations during the period. The remaining two-thirds will be charged to expense the following quarter. We use the Black-Scholes option pricing model to estimate the fair values, with the following range of assumptions: (i) no dividend yield, (ii) expected volatility of 90%, (iii) risk-free interest rates of 1.5%, and (iv) expected lives of five years.

In addition to the options which vested on the date of award, we amortize certain options over vesting periods which included the three months ended March 31, 2015. We charged to operating expenses $22,512 during the three months ended March 31, 2015.

The following table summarizes our stock option activity for the three months ended March 31, 2015:

				Weighted-
	Number			Average
	of Shares			Exercise
	Issuable			Price
Balance, January 1, 2015		4,128,128		$	1.04
Granted		3,300,000			0.30
Exercised		-			-
Cancelled		(128,128	)		1.01
Balance, March 31, 2015		7,300,000		$	0.70

The following table summarizes options outstanding at March 31, 2015:

					Weighted-
			Weighted-		Average
	Number		Average		Remaining		Aggregate
	of Shares		Exercise		Term		Intrinsic
	Issuable		Price		(Years)		Value
Exercisable		3,310,000	$	1.03		2.4	$	-
Not vested		3,990,000		0.43		4.7		33,000
Balance, March 31, 2015		7,300,000	$	0.70		3.6	$	33,000

Warrants

From time to time, we compensate consultants, advisors and investors with warrants to purchase shares of our common stock, in lieu of cash payments. Net share settlement is available to warrant holders.

The following table sets forth our warrant activity during the three months ended March 31, 2015:

				Weighted-
	Number			Average
	of Shares			Exercise
	Issuable			Price
Balance, January 1, 2015		1,166,146		$	1.13
Granted		-			-
Exercised		-			-
Expired		(76,808	)		0.70
Balance, March 31, 2015		1,089,338		$	1.16

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The following table sets forth the warrants outstanding at March 31, 2015:

			Weighted-
	Number		Average
	of Shares		Exercise
	Issuable		Price
10% convertible debenture - bonus warrants		33,334	$	0.60
10% convertible preferred stock – warrants		580,000		1.00
Consultants		476,004		1.39
Total		1,089,338	$	1.16

Note 10 - Income Taxes

The income tax provision consists of federal and state corporate income taxes resulting from our operations in the United States. The income tax provision differs from the expected tax provisions computed by applying the U.S. Federal statutory rate to loss before income taxes primarily because we have historically maintained a full valuation allowance on our deferred tax assets. We expect income tax expense to vary each reporting period depending upon taxable income fluctuations and the availability of tax benefits from net loss carryforwards.

At December 31, 2014, we had available net operating loss carry forwards of $37.9 million that expire through 2034. Through the year ended December 31, 2014 the Company experienced a significant change in capital structure. As a result of the increase in shares outstanding, we believe that a greater than 50% change in ownership as defined in section 382 of the IRC has occurred and therefore our ability to utilize our net operating losses may be limited. We believe that a Sec. 382 study will confirm a change has occurred and therefore our ability to use our net operating losses will be limited on an annual basis based on the value of the Company at the time of the ownership change. Such limitation will have the effect of limiting on an annual basis the amount of net operating losses we can utilize as an offset to future taxable income.

At December 31, 2014, we recorded a valuation allowance against the full amount of our deferred tax assets, as our management believes it is uncertain that they will be fully realized. If we determine in the future that we will be able to realize all or a portion of our net operating loss, an adjustment to our net operating loss carryforwards would increase net income in the period in which we make such a determination.

Note 11 - Business Concentration

During the three months ended March 31, 2015, we sold products to four customers accounting for 23%, 23%, 15% and 14%, respectively of our total revenues. During the three months ended March 31, 2014, we sold our ECOTRAX® rail ties to one customer representing 25% of our total revenues.

During the three months ended March 31, 2015, no vendors accounted for more than 10% of our purchases of raw materials and other products and services.

Note 12 - Commitments and Contingencies

Operating leases

During the year ended December 31, 2013, we entered into an assignment of the original lease for our Zanesville, OH facility, effective November 15, 2013 at an initial monthly lease payment of $25,750. The original term of the lease expires at the end of April 2018, but provides two additional five-year extensions and includes an annual rent escalation clause based on the greater of the change in a certain Consumer Price Index or 3%. We record rent expense based on the straight-line amortization of the full 15-year term of the initial lease plus all extensions. Our rent expense, for the three months ended March 31, 2015 was $95,784 and our deferred rent at March 31, 2015 was $93,442. This facility also serves as our corporate headquarters.

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Effective September 1, 2013, we signed a ten year lease for our production facility in Waco, Texas which provides five additional five-year extensions. Monthly rent expense for the first year of the lease is $21,875. The lease includes an annual rent escalation clause based on the greater of the change in a certain Consumer Price Index or 3%. We record rent expense based on the straight-line amortization of the full 35-year term of the initial lease plus all extensions. Our rent expense for the three months ended March 31, 2015 was $113,366 and our deferred rent at March 31, 2015 was $303,643.

Royalty Agreements

In February 2007, we acquired an exclusive, royalty-bearing license in specific but broad global territories to make, have made, use, sell, offer for sale, modify, develop, import, and export products made using patent applications owned by Rutgers University (Rutgers”).  We are using these patented technologies in the production of our composite rail ties and structural building products. The term of the License Agreement runs until the expiration of the last-to-expire issued patent within the Rutgers’ technologies licensed under the License Agreement, unless terminated earlier.

Our proprietary technologies are derived in part from material compositions of matter, processing and use and design patents held by Rutgers University, which have been exclusively licensed to us in February 2007 for United States, Canada, Central and South America, the Caribbean Territory, South Korea, Saudi Arabia, Russia, Mexico and China (where we are a co-licensee). Patents do not exist in all countries for which a license has been granted to us. Although our license agreement with Rutgers also includes know-how, we do not believe that any proprietary know-how is attributable to, or has been obtained by us from, Rutgers so that we may not have exclusivity in all countries licensed to us where patents do not exist. Conversely, our position as to our licensed rights also enables Axion to market its products in countries licensed to others in which patents have not been filed, such as Australia and New Zealand. We are in the process of pursuing a resolution of these license issues with Rutgers. The Rutgers patents have limited remaining lives and will start expiring in 2016.

We are obligated to pay Rutgers royalties ranging from 1.5% to 3.0% on various product sales, subject to certain minimum payments each year and to reimburse Rutgers for certain patent defense costs in the case of patent infringement claims made against the Rutgers patents.  The Rutgers royalty-bearing license includes certain minimum royalty provisions. Royalties incurred and payable to Rutgers, for the three months ended March 31, 2015 and 2014 were $50,000 for each period.

Litigation

From time to time we may be subject to various other routine legal matters incidental to our business, but we do not believe that they would have a material adverse effect on our financial condition or results of operations. 

Note 13 - Related Party Transactions

Samuel G. Rose and Julie Walters

Pursuant to the terms of the Purchase Agreement associated with out 8% convertible promissory notes (see note 8), Samuel G. Rose was appointed to our board of directors on August 4, 2014, and Mr. Rose and Julie Walters own in excess of 5% of our outstanding common stock.

10% Convertible Redeemable Preferred Stock. During the year ended December 31, 2011, we sold to Mr. Rose and Ms. Walters 100,000 shares of our Preferred Stock for $1.0 million. The Preferred Stock may be converted into shares of our common stock at any time by Mr. Rose and Ms. Walters at a conversion price effective January 1, 2015 of $0.70 per share, as adjusted. Mr. Rose and Ms. Walters are entitled to receive dividends at the rate of 10% per annum payable quarterly, at our option, in cash, or in additional shares of common stock, and have the right to vote the Preferred Stock with our common stockholders on any matter.

Since certain revenue targets for the twelve months ended December 31, 2011 were not achieved, Mr. Rose and Ms. Walters received a warrant to purchase 500,000 shares of our common stock. During June 2014, we extended an offer to exchange for shares of our common stock any and all of our outstanding warrants from the holders thereof (the “Tender Offer”). Each warrant holder was provided with the terms of the Tender Offer regarding their outstanding warrants. For every $10 of value attributed to the warrant, we offered to exchange 14.17707 shares of our common stock. The value of the warrants was derived from third parties using Monte Carlo simulation models and the Black-Scholes Option Pricing Model. Pursuant to this Tender Offer, Mr. Rose and Ms. Walters received approximately 259,300 shares of common stock in exchange for the warrants to purchase 500,000 shares of common stock.

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For the three months ended March 31, 2015, Mr. Rose and Ms. Walters received or will receive an aggregate of 81,675 shares of common stock as dividend payments on the Preferred Stock held by them.

8% Convertible Promissory Notes (2012). Effective April 25, 2012, we entered into a Memorandum of Understanding (the “MOU”) with Mr. Rose and several other investors. Pursuant to the MOU, we issued to Mr. Rose a demand promissory note (the “Demand Note”) in the principal amount of $1,666,667.  Interest accrued on the unpaid principal balance of the Demand Note at a rate of 8.0% per annum. On August 24, 2012, we entered into a Note Purchase Agreement (the “Purchase Agreement”) with Mr. Rose, MLTM Lending, LLC, Allen Kronstadt and certain other investors (the “Note Purchase Agreement Investors”), pursuant to which, as of March 31, 2015, we have issued and sold to Mr. Rose an aggregate principal amount of $5,209,260 of our 8.0% convertible promissory notes (the “8% Notes - 2012”) which are initially convertible into shares of our common stock, at a conversion price equal to $0.40 per share of common stock, subject to adjustment as provided on the terms of the 8% Notes - 2012, and associated warrants (the “8% Note Warrants”) to purchase, in the aggregate, 13,023,151 shares of common stock, subject to adjustment as provided on the terms of the 8% Note Warrants. At the initial closing under the Purchase Agreement, in consideration for the issuance of the 8% Notes - 2012 and the 8% Note Warrants issued at such closing, Mr. Rose converted the aggregate principal amount outstanding, together with all accrued and unpaid interest, under the Demand Note and paid us in cash for the balance. For the three months ended March 31, 2015, Mr. Rose has received 351,265 shares of common stock as interest payments under the 8% Notes - 2012 held by him.

In connection with the entry into the Purchase Agreement, we granted to the Note Purchase Agreement Investors: (i) certain demand and piggyback registration rights with respect to the registration of certain Company securities under the Securities Act and the rules and regulations promulgated thereunder, and (ii) a security interest and lien in all of our assets and rights to secure our obligations under the 8% Notes – 2012.

The 8% Notes - 2012, including all outstanding principal and accrued and unpaid interest, are due and payable on the earlier of five years from date of issuance or upon the occurrence of an Event of Default (as defined in the 8% Notes - 2012). We may prepay the 8% Notes - 2012, in whole or in part, upon 60 calendar days prior written notice to the holders thereof. Interest accrues on the 8% Notes - 2012 at a rate of 8.0% per annum, payable during the first three years that the 8% Notes - 2012 are outstanding in shares of common stock, valued at the weighted average price of a share of common stock for the twenty consecutive trading days prior to the interest payment date, pursuant to the terms of the 8% Notes - 2012. During the fourth and fifth years that the 8% Notes - 2012 are outstanding, interest that accrues under the 8% Notes - 2012 shall be payable in cash.

Pursuant to our Tender Offer, Mr. Rose received 10.9 million shares of common stock in exchange for his 8% Note Warrants to purchase 13.0 million shares of common stock.

Revolving Credit and Letter of Credit Support Agreement. During the year ended December 31, 2013, we entered into a Revolving Credit and Letter of Credit Support Agreement (the “Revolving Loan Agreement”) pursuant to which Mr. Rose along with MLTM Lending LLC (the “Lenders”) had agreed to lend us up to $1.0 million each on a revolving basis. Each revolving loan made under the Revolving Loan Agreement bears interest at 12% per annum, of which 4% is payable by us in cash on the first business day of each month, and 8% is payable by us in shares of common stock on the first business day of each calendar quarter, valued at a price equal to the average of the Weighted Average Price (as such term is defined in the Revolving Loan Agreement) of a share of common stock for 20 consecutive trading days prior to the interest payment date. The maturity date of the Revolving Loan Agreement is December 31, 2015 (the “Maturity Date”). As of March 31, 2015, Mr. Rose had provided $1.0 million pursuant to the Revolving Loan Agreement.

Under the terms of the Revolving Loan Agreement, we may prepay the revolving loans at any time, in whole or in part, together with all accrued and unpaid interest, without premium or penalty. The Lenders may accelerate all amounts due under the Revolving Loan Agreement, together with accrued and unpaid interest, upon the occurrence of an Event of Default, as defined in the Revolving Loan Agreement.

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As consideration for the revolving loans extended under the Revolving Loan Agreement, we agreed to issue to each Lender 100,000 shares of common stock, upon signing of the Revolving Loan Agreement and again prior to December 31, 2014 and 2015. Through March 31, 2015, Mr. Rose has received a total of 200,000 shares of common stock.

In connection with the entry into the Revolving Loan Agreement, pursuant to the terms thereof, we entered into a Security Agreement pursuant to which we granted a security interest and lien in all of our accounts receivable and inventory to secure the Lenders’ obligations under the Revolving Loan Agreement.

For the three months ended March 31, 2015, we paid $10,000 in interest and we issued to Mr. Rose 67,431 shares of common stock as payment of interest.

8% Convertible Promissory Notes (2014). During the months of June and August 2014 pursuant to the terms of our 8% convertible promissory notes (the “8% Notes - 2014”), we issued and sold to Mr. Rose, an aggregate principal amount of $666,666 of our 8% Notes - 2014 which are initially convertible into 2.5 million shares of our common stock, subject to adjustment as provided on the terms of the 8% Notes - 2014, (i) at any time prescribed by the Investors or (ii) upon any date prior to the maturity date of June 11, 2019, on which the Company’s common shares are listed on a U.S. based stock exchange.

For the three months ended March 31, 2015, we paid Mr. Rose $13,333 of interest on the 8% Notes – 2014.

12% Convertible Promissory Notes. During the three months ended September 30, 2014 pursuant to the terms of our 12% convertible promissory notes (the “12% Notes”), we issued and sold to Mr. Rose, an aggregate principal amount of $333,333 of our 12% Notes which are initially convertible into shares of our common stock, subject to adjustment as provided on the terms of the 12% Notes, at any time prescribed by the Investors at a conversion price equal to 85% of the weighted average price of a share of common stock for the ten consecutive trading days prior to the conversion date. The 12% Notes mature on June 30, 2015.

For the three months ended March 31, 2015, we paid Mr. Rose $10,000 of interest on the 12% Notes.

12% Secured Notes. During the three months ended March 31, 2015 pursuant to the terms of our 12% secured notes (the “12% Secured Notes”), we issued and sold to Mr. Rose, an aggregate principal amount of $1,777,888 of our 12% Secured Notes. The 12% Secured Notes mature on June 30, 2015 and are secured by a pledge of the common shares of Axion International, Inc. and Axion Recycled Plastics Incorporated, owned by us.

For the three months ended March 31, 2015, we’ve accrued interest for payment to Mr. Rose at maturity of $50,724 on the 12% Secured Notes.

A summary of the transactions entered into through March 31, 2015 with Mr. Rose and Ms. Walter is as follows:

			Common Stock
			Equivalent,
	Principal		If Converted
10% convertible preferred stock	$	1,000,000		1,428,571
8% convertible notes (2012)		5,209,260		13,023,151
12% revolving		1,000,000		-	(i)
8% convertible notes (2014)		666,666		2,500,000
12% convertible promissory notes		333,333		1,307,188	(ii)
12% secured notes		2,427,888		-	(i)
TOTAL	$	10,637,147		18,258,910

(i) not convertible into shares of common stock.

(ii) assumed 10-day volume weighted average price was $0.26.

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MLTM Lending, LLC and the ML Dynasty Trust

MLTM Lending, LLC and the ML Dynasty Trust beneficially own in excess of 5% of our outstanding stock. Pursuant to the Schedule 13D filings made by MLTM Lending, LLC and the ML Dynasty Trust, the ML Dynasty Trust shares with MLTM the power to vote or direct the vote of, and to dispose or direct the disposition of, greater than 5% of our outstanding stock. Thomas Bowersox, a member of our board of directors, is a trustee of the ML Dynasty Trust.

8% Convertible Promissory Notes (2012). Pursuant to the MOU, we issued to MLTM Lending, LLC a Demand Note (the “MLTM Demand Note”) in the principal amount of $1,426,667. Interest accrued on the unpaid principal balance of the MLTM Demand Note at a rate of 8.0% per annum. Pursuant to the Purchase Agreement, as of December 31, 2014, we have issued and sold to MLTM Lending, LLC an aggregate principal amount of $4,888,444 of our 8% Notes - 2012 and associated 8% Note Warrants to purchase, in the aggregate, 12,221,112 shares of common stock, subject to adjustment as provided on the terms of the 8% Note Warrants. In consideration for the issuance of the 8% Notes - 2012 and the 8% Note Warrants, MLTM Lending, LLC converted the aggregate principal amount outstanding, together with all accrued and unpaid interest, under the MLTM Demand Note and paid us in cash for the balance. For the three months ended March 31, 2015, MLTM Lending, LLC has received 329,633 shares of common stock as interest payments under the 8% Notes that it holds.

Pursuant to our Tender Offer, MLTM Lending, LLC received 10.2 million shares of common stock in exchange for their 8% Note Warrants to purchase 12.2 million shares of common stock.

The terms of the 8% Notes – 2012, the 8% Note Warrants and the Tender Offer are described above.

Revolving Credit and Letter of Credit Support Agreement. During the year ended December 31, 2013, we entered into a Revolving Credit and Letter of Credit Support Agreement (the “Revolving Loan Agreement”) pursuant to which MLTM Lending LLC and Mr. Rose (the “Lenders”) have agreed to lend us up to $1.0 million each on a revolving basis. In addition, the Revolving Loan Agreement provides that MLTM Lending, LLC will provide letter of credit support to us of up to $500,000 (the “LC Sublimit”). Each revolving loan made under the Revolving Loan Agreement bears interest at 12% per annum, of which 4% is payable by us in cash on the first business day of each month, and 8% is payable by us in shares of common stock on the first business day of each calendar quarter, valued at a price equal to the average of the Weighted Average Price (as such term is defined in the Revolving Loan Agreement) of a share of common stock for 20 consecutive trading days prior to the interest payment date. The maturity date of the Revolving Loan Agreement is December 31, 2015 (the “Maturity Date”). As of March 31, 2015, MLTM Lending, LLC had provided $1.0 million pursuant to the Revolving Loan Agreement and supported $440,000 of outstanding letters of credit.

Under the terms of the Revolving Loan Agreement, we may prepay the revolving loans at any time, in whole or in part, together with all accrued and unpaid interest, without premium or penalty. The Lenders may accelerate all amounts due under the Revolving Loan Agreement, together with accrued and unpaid interest, upon the occurrence of an Event of Default, as defined in the Revolving Loan Agreement.

As consideration for the revolving loans extended under the Revolving Loan Agreement, we agreed to issue to each Lender 100,000 shares of common stock, upon signing of the Revolving Loan Agreement and again prior to December 31, 2014 and 2015. Through March 31, 2015, MLTM Lending, LLC has received a total of 200,000 shares of common stock. As consideration for MLTM Lending, LLC providing letter of credit support, we are required to pay a letter of credit commission fee on the date of the Revolving Loan Agreement, and on each one year anniversary of the date of the Revolving Loan Agreement prior to the Maturity Date, in the amount equal to (i) 2% of the LC Sublimit in cash and (ii) shares of common stock, with an aggregate value of 4% of the LC Sublimit, with each such share of common stock valued at a price equal to the average of the Weighted Average Price of a share of Common Stock for the 20 consecutive trading days prior to the date of payment.

In connection with the entry into the Revolving Loan Agreement, pursuant to the terms thereof, we entered into a Security Agreement pursuant to which we granted a security interest and lien in all of our accounts receivable and inventory to secure the Lenders’ obligations under the Revolving Loan Agreement.

For the three months ended March 31, 2015, we paid MLTM Lending, LLC $10,000 in interest and 67,431 shares of common stock as payment of interest.

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8% Convertible Promissory Notes (2014). During the months of June and August 2014 pursuant to the terms of our 8% convertible promissory notes (the “8% Notes - 2014”), we issued and sold to MLTM Lending, LLC, an aggregate principal amount of $666,667 of our 8% Notes - 2014 which are initially convertible into 2.5 million shares of our common stock, subject to adjustment as provided on the terms of the 8% Notes - 2014, (i) at any time prescribed by the Investors or (ii) upon any date prior to the maturity date of June 11, 2019, on which the Company’s common shares are listed on a U.S. based stock exchange.

For the three months ended March 31, 2015, we paid MLTM Lending, LLC $13,333 of interest on the 8% Notes – 2014.

12% Convertible Promissory Notes. During the three months ended September 30, 2014 pursuant to the terms of our 12% convertible promissory notes (the “12% Notes”), we issued and sold to MLTM Lending, LLC, an aggregate principal amount of $333,334 of our 12% Notes which are initially convertible into shares of our common stock, subject to adjustment as provided on the terms of the 12% Notes, at any time prescribed by the Investors at a conversion price equal to 85% of the weighted average price of a share of common stock for the ten consecutive trading days prior to the conversion date. The 12% Notes mature on June 30, 2015.

For the three months ended March 31, 2015, we paid MLTM Lending, LLC $10,000 of interest on the 12% Notes.

12% Secured Notes. During the three months ended March 31, 2015 pursuant to the terms of our 12% secured notes (the “12% Secured Notes”), we issued and sold to MLTM Lending, LLC, an aggregate principal amount of $888,888 of our 12% Secured Notes. The 12% Secured Notes mature on June 30, 2015 and are secured by a pledge of the common shares of Axion International, Inc. and Axion Recycled Plastics Incorporated, owned by us.

For the three months ended March 31, 2015, we’ve accrued interest for payment to MLTM Lending, LLC at maturity of $37,426 on the 12% Secured Notes.

A summary of the transactions entered into with MLTM Lending, LLC is as follows:

			Common Stock
			Equivalent,
	Principal		If Converted
8% convertible notes (2012)	$	4,888,444		12,221,112
12% revolving		1,000,000		-	(i)
8% convertible notes (2014)		666,667		2,500,000
12% convertible promissory notes		333,334		1,307,188	(ii)
12% secured notes		1,538,888		-	(i)
TOTAL	$	8,427,333		16,028,300

(i) not convertible into shares of common stock.

(ii) assumed 10-day volume weighted average price was $0.26.

Allen Kronstadt

Allen Kronstadt beneficially owns in excess of 5% of our outstanding stock and was appointed to our board of directors on September 11, 2012 pursuant to the terms of the Purchase Agreement.

8% Convertible Promissory Notes (2012). Pursuant to the MOU, we issued to Mr. Kronstadt a demand promissory note (the “Kronstadt Demand Note”) in the principal amount of $1,666,667.  Interest accrued on the unpaid principal balance of the Kronstadt Demand Note at a rate of 8.0% per annum. Pursuant to the Purchase Agreement, as of December 31, 2014, we have issued and sold to Mr. Kronstadt an aggregate principal amount of $5,209,297 of our 8% Notes - 2012 and 8% Note Warrants to purchase, in the aggregate, 13,023,243 shares of common stock, subject to adjustment as provided on the terms of the 8% Note Warrants. At the initial closing under the Purchase Agreement, in consideration for the issuance of the 8% Notes - 2012 and the 8% Note Warrants at such closing, Mr. Kronstadt converted the aggregate principal amount outstanding, together with all accrued and unpaid interest, under the Kronstadt Demand Note and paid us in cash for the balance. For the three months ended March 31, 2015, Mr. Kronstadt has received 351,268 shares of common stock as interest payments under the 8% Notes - 2012 that he holds.

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Pursuant to our Tender Offer, Mr. Kronstadt received 10.9 million shares of common stock in exchange for their 8% Note Warrants to purchase 13.0 million shares of common stock.

The terms of the 8% Notes – 2012, the 8% Note Warrants and the Tender Offer are described above.

8% Convertible Promissory Notes (2014). During the months of June and August 2014 pursuant to the terms of our 8% convertible promissory notes (the “8% Notes - 2014”), we issued and sold to Mr. Kronstadt, an aggregate principal amount of $666,667 of our 8% Notes - 2014 which are initially convertible into 2.5 million shares of our common stock, subject to adjustment as provided on the terms of the 8% Notes - 2014, (i) at any time prescribed by the Investors or (ii) upon any date prior to the maturity date of June 11, 2019, on which the Company’s common shares are listed on a U.S. based stock exchange.

For the three months ended March 31, 2015, we paid Mr. Kronstadt $13,333 of interest on the 8% Notes – 2014.

12% Convertible Promissory Notes. During the three months ended September 30, 2014 pursuant to the terms of our 12% convertible promissory notes (the “12% Notes”), we issued and sold to Mr. Kronstadt, an aggregate principal amount of $333,333 of our 12% Notes which are initially convertible into shares of our common stock, subject to adjustment as provided on the terms of the 12% Notes, at any time prescribed by the Investors at a conversion price equal to 85% of the weighted average price of a share of common stock for the ten consecutive trading days prior to the conversion date. The 12% Notes mature on June 30, 2015.

For the three months ended March 31, 2015, we paid Mr. Kronstadt $10,000 of interest on the 12% Notes.

12% Secured Notes. During the three months ended March 31, 2015 pursuant to the terms of our 12% secured notes (the “12% Secured Notes”), we issued and sold to Mr. Kronstadt, an aggregate principal amount of $1,777,888 of our 12% Secured Notes. The 12% Secured Notes mature on June 30, 2015 and are secured by a pledge of the common shares of Axion International, Inc. and Axion Recycled Plastics Incorporated, owned by us.

For the three months ended March 31, 2015, we’ve accrued interest for payment to Mr. Kronstadt at maturity of $51,020 on the 12% Secured Notes.

A summary of the transactions entered into with Mr. Kronstadt is as follows:

			Common Stock
			Equivalent,
	Principal		If Converted
8% convertible notes (2012)	$	5,209,297		13,023,243
8% convertible notes (2014)		666,667		2,500,000
12% convertible promissory notes		333,333		1,307,192	(ii)
12% secured notes		2,427,888		-	(i)
TOTAL	$	8,637,185		16,830,435

(i) not convertible into shares of common stock.

(ii) assumed 10-day volume weighted average price was $0.26.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The discussion of our financial condition and results of operations set forth below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Form 10-Q. This Form 10-Q contains forward-looking statements that involve risk and uncertainties. The statements contained in this Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. When used in this Form 10-Q, or in the documents incorporated by reference into this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “intend”, “expect”, “may”, “will” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, statements relating to competition, management of growth, our strategy, future sales, future expenses and future liquidity and capital resources. All forward-looking statements in this Form 10-Q are based upon information available to us on the date of this Form 10-Q, and we assume no obligation to update any such forward-looking statements. Our actual results, performance and achievements could differ materially from those discussed in this Form 10-Q. Factors that could cause or contribute to such differences (“Cautionary Statements”) include, but are not limited to, those discussed in Item 1A. “Risk Factors” and elsewhere in our Annual Report on Form 10-K.  All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the Cautionary Statements.

Basis of Presentation

The financial information presented in this Form 10-Q is not audited and is not necessarily indicative of our future consolidated financial position, results of operations or cash flows. Our fiscal year-end is December 31, and our fiscal quarters end on March 31, June 30 and September 30. Unless otherwise stated, all dates refer to our fiscal year and fiscal periods.

Overview

Axion International Holdings, Inc. (“Holdings”) was formed in 1981 under the name Analytical Surveys, Inc.   In November 2007, Holdings entered into an Agreement and Plan of Merger, among Holdings, Axion Acquisition Corp., a Delaware corporation and a newly created direct wholly-owned subsidiary of Holdings (the “Merger Sub”), and Axion International, Inc., a Delaware corporation which incorporated on August 6, 2006 with operations commencing in November 2007 (“Axion”).  On March 20, 2008 Holdings consummated the merger of Merger Sub into Axion, with Axion continuing as the surviving corporation and a wholly-owned subsidiary of Holdings. The Merger has been accounted for as a reverse merger in the form of a recapitalization with Axion as the successor.

Axion Recycled Plastics Incorporated, an Ohio corporation and a newly created direct wholly-owned subsidiary of Axion (“Axion Recycled Plastics”) was established to purchase the certain tangible and intangible assets of a plastics recycling company during November 2013. The amount of revenue and loss from operations of the acquired business included in our consolidated statement of operations for the year ended December 31, 2013 was $711,402 and $341,240, respectively. Through June 30, 2014, we operated Axion Recycled Plastics as a separate business segment. In August, 2014, we announced an acceleration of our business strategy to use the reprocessed plastics Axion Recycled Plastics produces primarily in our engineered products segment, thereby eliminating Axion Recycled Plastics as a separate business segment. We made this change because of the additional manufacturing capacity we require to meet the expected demands for our engineered products coupled with the higher profit margins we can achieve from our engineered products in comparison to our reprocessed plastics.

We design and manufacture innovative structural polymer solutions, engineering sustainable products and systems for applications that provide improved long-term value, consistent performance and reduced maintenance costs, offering a viable solution where stress and environmental factors cause degradation and deterioration of traditional products. Our proprietary products are based on patent rights we hold as well as manufacturing processes and formulations we have developed.

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We manufacture, market and sell ECOTRAX® rail ties, STRUXURE® building products, with current focus on construction mats and COMPOSX™ reprocessed polymers. Our ECOTRAX® and STRUXURE® products are fully derived from post-consumer and post-industrial recycled plastics, such as high-density polyethylene, polystyrene and polypropylene. In patented and proprietary formulations, our products achieve structural strength, are capable of sustaining heavy loads and are resistant to changing shape under constant stress. Our products, manufactured through an extrusion process, are eco-friendly, non-corrosive, impervious to moisture, do not leach chemicals and are resistant to insects and rot. They possess superior lifecycles and generally have greater durability and require less maintenance than competitive traditional products.

For the past seven years, our products have been tested and validated in order to establish their structural strength. Our rail ties, our focus over the past few years, have been subjected to long-term performance testing, in which they have been under constant traffic in various environmental conditions. Short-span bridges have been constructed with our engineered products that have supported tanks and trains. We are in a position to expand upon this foundation we built through years of successful applications. When coupled with enhanced manufacturing capacity and process refinements, these foundational achievements should lead to a significant increase in commercial activity.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles (or GAAP) in the U.S. The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimate that are reasonably likely to occur could materially change the financial statements.

Use of Estimates

The preparation of our financial statements in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including fair values of acquired tangible and intangible assets in a business combination, valuation allowances for receivables and deferred income tax assets, derivative liabilities, stock-based compensation as well as the reported amounts of expenses during the reporting period. The statements are evaluated on an ongoing basis and estimates are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results can differ from those estimates, and it is possible that the differences could be material.

Impairment of Intangible Assets

In accordance with FASB ASC topic, “Goodwill and Other Intangible Assets”, acquired definite life intangibles, are subject to amortization over their useful lives. The method of amortization selected reflects the pattern in which the economic benefits of the specific intangible asset is consumed or otherwise used up. Since that pattern cannot be reliably determined, a straight-line amortization method has been used over the estimated useful life. Intangible assets that are subject to amortization are reviewed for potential impairment at least annually or whenever events or circumstances indicate that carrying amounts may not be recoverable.

In accordance with the FASB ASC topic, “Goodwill and Other Intangible Assets”, indefinite life assets, such as goodwill, acquired as a result of our acquisition of the plastic reprocessing business and which are not subject to amortization are tested for impairment annually, or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. The fair value is determined by subtracting the fair value of all the identified tangible and intangible assets included in the business acquisition from the fair value of the purchase price.

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Revenue and Related Costs Recognition

In accordance with FASB ASC 605 “Revenue Recognition”, revenue is recognized when persuasive evidence of an agreement with the customer exists, products are shipped or title passes pursuant to the terms of the agreement with the customer, the amount due from the customer is fixed or determinable, collectability is reasonably assured, and there are no significant future performance obligations. In most cases, we receive a purchase order from our customer specifying the products requested and delivery instructions. We recognize revenue upon our delivery or shipment of the products as specified in the purchase order. In other cases where we have a contract which provides for a large number of products and few actual deliveries, the revenues are recorded each month as the products are produced and the risk of ownership passes to the customer upon pre-delivery acceptance. Prior to deliveries, our customer’s products are segregated from our inventory and not available for fulfilling other orders.

Our costs of sales are predominately comprised of the cost of raw materials and the costs and expenses associated with the production of the finished product. Prior to 2013, we utilized third-party manufacturers, where under one arrangement we purchased and supplied the raw materials to the third-party manufacturer and we paid them a per-pound cost to produce the finished product. Under another arrangement, the third-party manufacturer sourced and paid for the raw materials and we purchased the finished product from them at a cost per unit. Beginning in 2013, we initiated production of our finished products within a leased facility utilizing our own employees. Additionally, in late 2013 we acquired the assets of a plastics recycling company and began to reprocess recycled plastics for use in our own finished products and to sell to customers for use in their finished products. During the three months ended September 30, 2014, we began the conversion of that facility from reprocessing plastics to processing of both molded and continuous extruded engineered products. Our costs of sales may vary significantly as a result of the variability in the cost of our raw materials and the efficiency with which we plan and execute our manufacturing processes.

Historically, we have not had significant warranty replacements, but during the year ended December 31, 2013 due to our customer’s improper installation of certain of our rail ties, we agreed to replace the rail ties. Although from time to time we replace our engineered products based on customer relationship reasons, we do not anticipate additional significant situations where we might again replace improperly installed products and therefore do not provide for future warrant expenses.

Share-based Compensation

We recognize share-based compensation for transactions in which we exchange our equity instruments (shares of common stock, options and warrants) for services of directors, employees, consultants and others based on the fair value of the equity instruments issued on the measurement date.  The fair value of common stock awards is based on the observed market value of our stock.  We calculate the fair value of options and warrants using the Black-Scholes option pricing model. The Black-Scholes model requires the input of subjective assumptions including volatility, expected term, risk-free interest rate and dividend yield. We use a measure of volatility based on the historical volatility of our common stock over a similar period to the expected life of the award. The expected term of an award is based on the vesting period.  We base the risk-free rate on the rate of U.S. Treasury obligations with maturities similar to the expected term used in the model. Historically, we have not, and do not anticipate paying in the foreseeable future, dividends on our common stock, and accordingly use an expected dividend yield of zero.

Derivative Instruments

For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period. We use various simulation models, including Black-Scholes and Monte Carlo, to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as a liability or as equity, is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

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Results of Operations - Comparison of the Three Months Ended March 31, 2015 and 2014

The following discussion should be read in conjunction with the information set forth in the consolidated financial statements and the related notes thereto appearing elsewhere in this Form 10-K.

Revenues

We derive our revenues through the sale of our products to the domestic and international rail industries, the North American oil and gas and energy infrastructure markets and to industrial engineering and contracting firms. Our current engineered products consist of:

· Composite rail ties marketed under the brand name ECOTRAX®;

· Heavy equipment construction mats, temporary road mats, I-beams, T-beams, pilings along with tongue-and-groove planking and various sizes of boards, all marketed under the brand name STRUXURE®; and

· COMPOSX™ our reprocessed polymer product line

Our strategic focus is to (i) expand manufacturing capacity to meet current demand for our ECOTRAX® rail ties and STRUXURE® construction and temporary road mats; (ii) further penetrate chosen end-use markets in the railroad, transportation, and oil and gas industries; (iii) identify new applications for our proprietary technologies based on market research and geographic segmentation; (iv) spread our exposure to risk and liability through product stratification; and (v) expand awareness of and leveraging success in our key product categories.

During November 2013, we acquired a plastics recycling business to bridge our transition to the manufacture of our higher margin product offerings through our ECOTRAX and STRUXURE product lines, by providing additional revenue opportunities through the sale of reprocessed plastics, our COMPOSX product line. In addition, this acquisition provided us the capability to procure potentially less expensive and more consistent sources of raw materials for our engineered products, and the equipment and other facility infrastructure required to transition the reprocessing plastics manufacturing facility to one for the production of our engineered products. For the nine months ended September 30, 2014, we reported revenue from our two segments – the sale of our ECOTRAX and STRUXURE products and the sale of COMPOSX reprocessed plastics. Subsequent to September 30, 2014, we do not consider the reprocessed plastic sales as a separate reporting segment as the acquired infrastructure and equipment capacity to reprocess and sell recycled plastics has been converted to the production of our engineered products. Any future revenue recognized from the sale of reprocessed plastics will be minimal.

We recently introduced our STRUXURE® construction mats, which are extremely strong, durable and highly resistant to degradation in service. These mats are used at field construction sites, infrastructure expansion projects and in the oil and gas exploration industry to support heavy equipment and to transport vehicles on unpaved, wet or soft surfaces. Our unique construction mats are experiencing a strong growth in demand, enabling our next phase of production and product line expansion.

As we continue to commercialize our various STRUXURE matting solutions, we will focus on expanding field installations, as well as the production and fabrication abilities for our mats. In a recent 10-month trial comparing traditional wood mats and our mats, 100% of the STRUXURE® heavy construction mats were intact and ready for shipment to the next jobsite while 80% of the wood mats had to be discarded and landfilled. This trial illustrates how our construction mats are superior to traditional mats and can be rapidly deployed to new construction sites, installed over all types of ground conditions and supports various construction vehicles. Our construction mats do not absorb fluids, are easier to transport and minimize damage to site access, protecting existing roads. They are ideal in wet or other demanding environments and are resistant to abrasion and tread-wear, giving them a life cycle over five times longer than traditional wood mats.

Our products for the building and construction markets, sold under our STRUXURE® line, have been generating exciting opportunities for us. Based on the success of our construction mats in field performance testing, we have received a high level of interest from potential customers and distributors for this application. Our new addition to the STRUXURE® construction mat product line, temporary road mats, offer significant additional sales opportunities for us with potential uses at construction sites, access roads, electrical transmission projects, pipe installations and oil and gas drilling sites. Our line of STRUXURE® construction mats has distinct advantages over wood mats in terms of longevity, fluid absorption, economic value, disposal costs, recyclability, durability, ability to be reconditioned, job site safety on difficult terrains and lower logistics cost expense.

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Our product development strategy is straightforward: develop valuable solutions for customers, test their value proposition across various criteria, and then commercialize the product with well-coordinated sales, marketing and production efforts. Following the successful introduction of STRUXURE® construction mats and the solidification of expanding ECOTRAX® rail tie opportunities, we are experiencing the need for faster transformation of our production facilities to increase capacity. We have also diversified our technologies beyond the patented technologies developed with Rutgers University and we are utilizing other structural polymer technologies in the development of construction mat lines and other product extensions into infrastructure and transportation applications

For the three months ended March 31, 2015 and 2014, we recognized revenue of $2.3 million and $4.9 million, respectively, of which $1.9 million and $2.8 million for the three months ended March 31, 2015 and 2014, respectively was attributable to our engineered products with the remainders of $0.4 million and $2.1 million, respectively attributable to our reprocessed plastics. Revenue decreased during the three months ended March 31, 2015, as we continued to produce our engineered products in anticipation of certain orders which did not materialize during the period. Subsequent to March 31, 2015, certain of those orders did materialize.

For the three months ended March 31, 2014, 57% of our engineered product sales were to one Class 1 railroad customer pursuant to a three-year supply agreement which was completed during the three months ended June 30, 2014. Through the completion of this supply agreement, we have recognized $10.3 million of revenue, representing approximately 104,500 rail ties.

Costs of Sales and Operating Expenses

Costs of Sales – Production. Our costs of sales are primarily comprised of the cost of raw materials and the costs associated with our manufacturing and production efforts.  The price of the raw materials depends principally on the stage and source of the supply. Historically, we purchase the raw materials in various stages, from recycled plastic containers purchased in bulk, which require further processing before use, to ready-for-production material. Typically, the more processed raw material is more expensive, on a per-pound basis, than less processed material, but the less expensive and less processed material requires additional costs to prepare it for production. Likewise, raw materials purchased through third-party brokers or other intermediaries are more expensive than materials purchased directly from the source or collection point.

Our strategy to reduce our raw material costs includes broadening our raw materials sources and purchasing other low-cost, unprocessed materials, such as other scrap materials containing specific raw materials from unique sources and recycled materials from municipal and other recycling collection sources. Due to the limited amount of time and personnel we can devote to raw materials sourcing, we acquire our raw materials primarily from intermediaries, and purchase production-stage material, which results in the acquisition of raw materials at higher prices. Dealing in the recycled plastics market, whether through intermediaries or our own bulk purchases, we will continue to encounter increasing and decreasing prices typically seen in a commodities market. But since the cost of our raw materials is the single largest determinant of our costs of sales in our engineered products segment, we continue (i) to expand our internal recycled plastics processing capabilities (ii) to seek out sources of cheaper raw materials, while ensuring those materials meet or exceed our quality standards and (iii) to expand our research and development effort of different raw materials which may provide a cost and/or performance advantage over existing materials. We are continuing to take steps to reduce our production costs and expenses, while increasing capacity, as necessary. 

Initially, we did not own or operate the manufacturing facilities for the production of our engineered products as we believed that our outsourced contract manufacturing model located at facilities in Pennsylvania and Texas, provided us the business flexibility to maximize utilization of manufacturing capacity available in the market, respond to the geographic diversity of our customers and minimize our capital requirements. The production facilities were on direct industrial rail links or spurs, to allow for efficient product deliveries to customers and particularly to rail customers. Flatbed and container trucks are also used to transport our products. Because of the weather-resistant properties inherent in our products, we used outdoor storage extensively. These initial facilities supported the manufacture of large products and were involved in the recycling business and therefore met our requirements. Under those contract manufacturing arrangements, we designed and retained ownership of certain production equipment such as molds, manifolds or dies that were provided to our contract manufacturers during production runs.  All such production equipment is designed as component parts and can be transferred between facilities or used interchangeably in a plug-and-play system as production needs dictate.

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In late 2012, our Texas contract manufacturer made a business decision to vacate the facility and cease producing our engineered products for us. In order to maintain production, in early 2013 we hired a production and quality workforce to continue to operate the facility and subsequently we purchased the production equipment and entered into a lease arrangement for the facility. At our Pennsylvania facility, we continued the third-party contract manufacturing model into the second half of 2013, when we decided to terminate this manufacturing relationship and consolidate all of our production at our facility in Texas. By the end of 2013, all of our engineered products production was at our leased facility in Waco, Texas.

In November 2013, we acquired the business assets and operations of a plastic recycling company in Ohio, which provided us the capability to procure potentially less expensive and more consistent sources of raw materials for our engineered products, and the equipment and other facility infrastructure required to eventually transition this reprocessing plastics manufacturing facility to supplement production of our engineered products. During the three months ended September 30, 2014, we converted our extrusion equipment previously used in this plastics reprocessing business to the production of our ECOTRAX® rail ties and STRUXURE® mats and building products. This facility continues to process industrial and post-consumer recycled plastics for both internal use and external sales.

Our technology can be scaled to meet our manufacturing requirements and we believe our facilities in Ohio and Texas can easily be augmented to support the current demand trajectory. We are creating process improvements with a focus on high quality production and we continue to push advancements in our technologies to create an even more compelling value proposition for our customers. We now have the capabilities of molded and continuous extrusion, fabrication, structural design and internal materials processing.

For the three months ended March 31, 2015 and 2014, our costs of sales – production were $2.4 million and $5.6 million, respectively. For the three months ended March 31, 2015 and 2014, costs of sales – production for our engineered products was $2.1 million and $2.8 million, respectively with remaining $0.3 million and $2.8 million, respectively attributable to the reprocessed plastics.

Costs of Sales - Excess Capacity & Inventory Adjustments. Our production facilities in Texas and Ohio include space for additional production lines and ancillary equipment and related services. Costs incurred associated with these facilities plus production costs incurred are aggregated during the period and applied to the inventory produced during that period based on a standard cost per pound based on an assumption that the facility is operating at or near capacity. Any production costs incurred in excess of this standard is charged to costs of sales – excess capacity in the period incurred.

During the three months ended March 31, 2015 and 2014, we charged to costs of sales – excess capacity $1.1 million and $0.5 million, respectively, relating to the excess costs and expenses incurred to provide production capacity at our facilities. As we increase our production capabilities in each facility closer to capacity and absorb the production costs incurred into our finished inventories, the excess capacity charge to costs of sales should decrease.

Gross Margin (Loss). Gross margin (loss) may vary significantly and are highly dependent on our ability to price our products properly, our price of raw materials, our production capacity versus utilization and the timing and mix of our sales. Our gross margin (loss) was impacted by our all these factors at both of our facilities, including the excess capacity within both production facilities, and still being in the early stages of our manufacturing and commercial activities. In addition, it included, inefficient manufacturing processes and methods and additional costs and expenses incurred to fulfill certain orders. In addition, during the three months ended March 31, 2015, we liquidated certain products within our inventory at lower sales prices in order to induce our customers to accept shorter payment terms to assist with our cash management.

Total costs of sales amounted to $3.6 million and $6.1 million for the three months ended March 31, 2015 and 2014, respectively, resulting in gross margin (loss) of ($1.3) million and ($1.2) million, respectively and are a result of the impacts discussed previously.

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Product Development and Quality Management

In the past, product development and quality management expenses were incurred as we perform oversight of our own and previously, our contract manufacturing relationships and ongoing evaluations of materials and processes for existing engineered products, as well as the development of new products and processes. Such expenses typically include costs associated with the design and required testing procedures associated with our engineer product lines – ECOTRAX and STRUXURE.

For the three months ended March 31, 2015, costs and expenses associated with product development were minimal and quality management costs and expenses were included in our production costs and allocated to finished inventory accordingly. Product development and quality management expenses were $79,482 for the three months ended March 31, 2014.

Marketing and Sales

Expenses related to marketing and sales consist primarily of compensation for our sales and marketing personnel, sales commissions and incentives, advertising, trade shows and related travel and the effect of the minimum royalty required under our licensing agreements for certain engineered products. We have increased our marketing and sales effort and anticipate incurring significant marketing and sales expenses in the future. The strategy we employ in reaching out to our target markets-whether through collaborative approaches, such as joint ventures, by building our own sales and marketing infrastructure, or by sub-licensing our technology to others-will have a significant effect on our marketing and sales expenses. 

Marketing and sales expenses were $366,168 for the three months ended March 31, 2015 compared to $300,711 for the three months ended March 31, 2014. We expect that in the future, marketing and sales expenses will increase.

General and Administrative

General and administrative expenses consist of compensation and related expenses for executive, finance, accounting, administrative, legal, shareholder services and other corporate expenses. In addition, we anticipate as we continue to grow our business, our general and administrative expenses will increase, including the effects of using share-based compensation arrangements with consultants in certain situations. As a result, we expect that in subsequent periods, general and administrative expenses will increase in absolute dollars as revenue increases.

General and administrative costs totaled $1.3 million and $980,434 for the three months ended March 31, 2015 and 2014, respectively. During the three months ended March 31, 2015 and 2014, we recorded $354,172 and $221,785 respectively, in share based compensation charges related to the fair value of the issuances of shares of our common stock, or options or warrants providing the right to purchase shares of our common stock at a predetermined price, in the future. Historically, we issued shares of common stock or options to purchase our common stock, in lieu of cash payments in connection with a licensing agreement, commitment fees for financing transactions, compensation for our directors, officers and employees, as well as to several consultants.

Depreciation and Amortization

For the three months ended March 31, 2015 and 2014, we recorded depreciation expense for manufacturing and production equipment as a charge to production and depreciation for non-production equipment as a charge to general and administration expenses. As we continue to increase our production capacity, we anticipate acquiring additional production equipment and would anticipate an increase in depreciation and amortization expenses.

Depreciation and amortization totaled $316,256 and $254,815, including $309,487 charged to production in the three months ended March 31, 2015 with the remaining depreciation and amortization being charged to operating expenses.

Other Expenses

Interest Expense. Interest expense primarily consists of the contractual interest rate we pay on our debt instruments. Interest expense recognized during the three months ended March 31, 2015 and 2014, was $715,605 and $383,657, respectively, and represented the contractual interest rates payable on our debt obligations. The increase from year to year is a result of an increase in our debt to continue to fund operations and acquire fixed assets.

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During the three months ended March 31, 2015 and 2014, we sold $4.4 million and $2.7 million of our debt securities, respectively.

Amortization of Debt Discounts. Amortization of debt discounts consists of the periodic amortization of the debt discounts associated with our various obligations.

During the three months ended March 31, 2015 and 2014, we recognized $742,982 and $436,409, respectively, for the amortization of various debt discounts. At the time of issuance, we recorded discounts on our debt securities primarily due to the fair value of the imbedded conversion features, the fair value of any related warrants issued in conjunction with the securities and any costs incurred in issuing the security. These discounts are amortized over the term of the underlying convertible security, to expense. Any unamortized discount remaining when the security is repaid or converted is written off to expense in that period. For the three months ended March 31, 2015 and 2014, the amortization of debt discounts primarily related to the discounts associated with our 8% convertible promissory notes.

At March 31, 2015, the unamortized discounts for our convertible securities were approximately $3.6 million, primarily associated with our 8% convertible promissory notes. This unamortized discount is amortized to expense over the lives of the underlying convertible securities.

Change in Fair Value of Derivative Liabilities. Through March 31, 2015, we have issued and sold $19.6 million of our various convertible debt securities, which gives the holders the right to convert the outstanding debt into shares of our common stock. We recorded the fair value of the conversion options on the dates of issuance as a derivative liability and recognized that amount as a discount to our convertible debt securities. We account for this derivative liability pursuant to ASC 815, and accordingly, we recognized gains of $1.5 million and $5.0 million for the three months ended March 31, 2015 and 2014, respectively as a change in fair value of this derivative liability which was recognized in our statements of operations. The fair value of this derivative liability at March 31, 2015 was estimated to be $539,000.

In addition, in conjunction with the sale and issuance of certain of these convertible debt securities, we issued warrants to purchase our common stock for which we calculated the fair value of the warrants on the dates of issuance and recorded a derivative liability and recognized the amount as a discount of our convertible debt securities. During the year ended December 31, 2014, pursuant to a tender offer to exchange all outstanding warrants for shares of common stock, these warrants were tendered and therefore there was no derivative liability at June 30, 2014. Since this derivative liability did not qualify as a fair value or cash flow hedge under ASC 815, accordingly, for the three months ended March 31, 2014, we recognized a gain of $1.8 million as a change in fair value of this derivative liability in our statement of operations.

We issued warrants to the placement agents for the sale of our 10% convertible preferred stock, to purchase 58,352 shares of 10% convertible preferred stock at $10 per share. Since at issuance, the number of shares of common stock which these warrants would be exercisable into was not determinable, we recorded the fair value of the warrants at issuance, as a liability on our balance sheet and we re-value this warrant liability at each reporting date, with changes in fair value recognized in earnings each reporting period. During the three months ended March 31, 2014, we recorded the change in fair value of this derivative liability in our statement of operations as a gain of $120,973. We did not record a change in fair value of this derivative liability during the three months ended March 31, 2015. The fair value of this derivative liability at March 31, 2015 was estimated to be $52,720.

Income Taxes

We have unused net operating loss carry forwards, which included losses incurred from inception through December 31, 2014. Due to the uncertainty that sufficient future taxable income will be recognized to realize associated deferred tax assets, no income tax benefit from inception through March 31, 2015 has been recorded.

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Liquidity and Capital Resources – Comparison of Three Months Ended March 31, 2015 and 2014

Our independent registered public accountants issued an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern on our financial statements in our Form 10-K for the years ended December 31, 2014 and 2013, based on our significant operating losses and our reliance on and potential lack of external financing.  Our financial statements do not include any adjustments that resulted from the outcome of this uncertainty.

At March 31, 2015 we had $10.6 million in current assets and $15.8 million in current liabilities resulting in a working capital deficit of $5.2 million. This compares to a working capital deficit of $3.0 million as of December 31, 2014. Included in our current liabilities at March 31, 2015, are certain debt securities due during the year ended December 31, 2015, in the principal amount of $9.4 million. In addition, our accounts payable increased $1.9 million since December 31, 2014. Our ability to pay principal and interest on these debt securities and to fund our planned operations, including these accounts payable balance, depends on our ability to raise capital and the success of our ongoing operating performance.

We are actively seeking additional capital to take us through our current phase of growth, and consequently, we have adjusted our capacity expansion projects, engaged in discussions with our industry partners, realigned manufacturing activities with existing customer obligations, and continue to actively manage our inventory to meet customer expectations and commitments. We have engaged strategic and financial advisors to hasten the process of developing additional sources of public or private capital investments.

We used $3.4 million and $1.8 million in our operating activities for the three months ended March 31, 2015 and 2014, respectively. In anticipation of certain customer orders, we increased inventory $2.5 million at March 31, 2015, as compared to December 31, 2014.

Our net loss for the three months ended March 31, 2015 of $2.9 million included the significant impact of several non-cash credits and charges including the effect of the change in fair value of the derivative liabilities associated with our convertible debt securities of a credit in our statement of operations for $1.5 million which was offset by several charges to other expenses aggregating $1.4 million consisting primarily of amortization of several debt discounts and payment for interest and certain services via stock-based methods .

We continued to increase production capacity during the three months ended March 31, 2015 as we purchased $824,151 of equipment. If we expand production capacity, we would anticipate purchasing additional property and equipment, and an extrusion line for our engineered products manufacturing business, typically costs upwards of $1.5 million, including installation and auxiliary parts and equipment.

During three months ended March 31, 2015 and 2014, we issued and sold to certain investors an aggregate principal amount of $4.4 million and $2.7 million, respectively of our convertible dent securities. At March 31, 2015, we had $36.7 million in principal amount of debt securities and bank loans. Interest accrues on these obligations at various rates of interest, for which with certain debt or loans require the payment of interest in cash and others in shares of common stock.

During the three months ended March 31, 2015 and 2014, we repaid principal under the terms of a loan from a governmental organization in the amount of $21,739 and $41,381, respectively.

At March 31, 2015, we had $6.8 million of our 10% convertible preferred stock outstanding of which $6.1 million may not be redeemed by the holder until after December 31, 2016, pursuant to an agreement entered into between the Company and the preferred stock holders. Due to our current financial condition, Colorado law has not allowed us to redeem the balance if so requested by the preferred stock holder. Pursuant to the terms of the 10% convertible preferred stock, to date we have elected to pay our quarterly dividends in shares of our common stock, rather than in cash. Whether or not we make the same election for future quarters will have an impact on our cash balances.

Our ability to pay principal and interest on our various debt securities and bank loans which total $36.7 million at March 31, 2015, and to fund our planned operations, including certain minimum royalties pursuant to our license agreement with Rutgers University, depends on our ability to raise capital and our future operating performance. The timing and amount of our financing needs will be highly dependent on our ability to manufacture our products at a cost which provides for an appropriate return, the success of our sales and marketing programs, our ability to obtain purchase commitments, the size of such purchase commitments and any associated working capital requirements.

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At March 31, 2015, we had a working capital deficit of $5.2 million, cumulative face value of redeemable preferred stock and various debt instruments of $43.5 million, a stockholders’ deficit of $25.1 million and have accumulated losses to date of $78.5 million.  This raises substantial doubt about our ability to continue as a going concern.  In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon our ability to meet our financing requirements, raise additional capital, and the success of our business plan and future operations. Our current operating plans are to raise capital to fund operations, enhance and expand our manufacturing capacity when necessary to meet our customer commitments, continue to expand our marketing and sales capabilities to increase our pipeline of sales orders, and continue to develop innovative solutions for our customers. Although we have raised additional funds through the issuance of our various convertible promissory notes and other debt instruments and continue exploring other financing sources, there can be no assurance that we will achieve our financing needs at all or upon terms acceptable to us.  Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock.

Disclosure About Off-Balance Sheet Arrangements

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements. 

Item 3.  Quantitative and Qualitative Disclosures About Market Risks.

Not applicable.

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Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

With the participation of our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that we are required to apply our judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our principal executive officer and principal financial officer concluded that, as a result of the material weakness described below, as of March 31, 2015, we did not maintain effective internal control over financial reporting, based on criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

(i)

We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate with our complexity and our financial accounting and reporting requirements. We have limited experience in the areas of financial reporting regarding complex financial instruments.  As a result, there is a reasonable possibility that material misstatements of the consolidated financial statements, including disclosures, will not be prevented or detected on a timely basis.

(ii)

Due to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting and other accounting processes and procedures. This control deficiency results in a reasonable possibility that material misstatements of the consolidated financial statements will not be prevented or detected on a timely basis.

We are committed to improving our financial organization, and we have adopted additional processes and procedures over financial reporting. If the issuance of any securities is contemplated, we will consult with legal counsel and appropriate accounting resources to evaluate the financial statement impact that the issuance of such financial instruments may have prior to issuance. Additional measures may be implemented as we evaluate the effectiveness of these efforts.  We cannot assure you that these remediation efforts will be successful or that our internal control over financial reporting will be effective in accomplishing the control objectives.

Prior to 2013, due to our limited number of accounting and administrative personnel, we did not have proper segregation of duties in certain areas of our financial reporting and other accounting processes and procedures. This control deficiency resulted in a reasonable possibility that material misstatements of the consolidated financial statements would not be prevented or detected on a timely basis. Based on our evaluation at the time, we concluded this was a material weakness. The relocation of our accounting and administrative functions to our recently acquired facility in Ohio, has allowed for the proper segregation of duties and provided more checks and balances within the department, we have concluded this material weakness no longer exists. The additional personnel will also allow for the cross training needed to support us if personnel turn-over occurs within the department. We believe this will greatly decrease any control and procedure issues we may encounter in the future.

In addition, we will continue to evaluate the need and costs to increase our personnel resources and technical accounting expertise within the accounting function to resolve non-routine or complex accounting matters.  As our operations are relatively small and we continue to have net cash losses each quarter, we do not anticipate being able to hire additional internal personnel until such time as our operations are profitable on a cash basis or until our operations are large enough to justify the hiring of additional accounting personnel. As necessary, we may engage consultants in the future in order to ensure proper accounting for our consolidated financial statements.

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We believe that engaging additional knowledgeable personnel with specific technical accounting expertise will remedy the following material weakness: insufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate with our complexity and our financial accounting and reporting requirements.

We believe that, when the circumstances allow, the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical accounting issues we have encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department as a whole. Due to the fact that we have a limited internal accounting staff, additional personnel will also allow for the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support us if personnel turn-over occurs within the department. We believe this will greatly decrease any control and procedure issues we may encounter in the future. 

(b) Changes in internal control over financial reporting.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes. There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Unregistered Sales of Securities and Use of Proceeds.

During January 2015, we issued 357,561 shares of common stock as payment of our dividends on our 10% convertible preferred stock, in lieu of cash, with a fair value on the date of issue of $143,024.

During January 2015, we issued 678,825 shares of common stock as payment of our interest on our 8% convertible notes, in lieu of cash, with a fair value on the date of issue of $271,530.

During January 2015, we issued 81,648 shares of common stock as payment of our interest on our 12% revolving credit agreement, in lieu of cash, with a fair value on the date of issue of $32,659.

During January 2015, we issued 1,667 shares of common stock to a consultant pursuant to terms of an agreement, with a fair value on the date of issue of $600.

During February 2015, we issued 1,666 shares of common stock to a consultant pursuant to terms of an agreement, with a fair value on the date of issue of $550.

During February 2015, we issued 303,031 shares of common stock to a consultant pursuant to terms of an agreement, with a fair value on the date of issue of $100,000.

During March 2015, we issued 1,667 shares of common stock to a consultant pursuant to terms of an agreement, with a fair value on the date of issue of $467

We relied upon Section 4(2) of the Securities Act and Regulation D under the Securities Act in connection with the issuance of the above described securities.

Item 3. Defaults Upon Senior Securities.

None. 

Item 4. Mine Safety Disclosures.

(Not Applicable) 

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibits:
31.1	Section 302 Certification of Chief Executive Officer
31.2	Section 302 Certification of Principal Financial Officer
32.1	Section 906 Certification of Chief Executive Officer and Chief Financial Officer
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 Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Axion International Holdings, Inc.
Date: May 15, 2015	/s/ Claude Brown
	Claude Brown
	Chief Executive Officer
Date: May 15, 2015	/s/ Donald Fallon
	Donald Fallon
	Chief Financial Officer

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