10-Q/A

FORM 10-Q

(Amendment #1)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the quarterly period ended June 30, 2014

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 000-54296

AXIM Biotechnologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	27-4092986
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

18 E 50th St 5th Floor, New York, NY 10022

(Address of principal executive offices)

(212) 751-0001

(Registrant’s telephone number, including area code)

AXIM International, Inc.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X]

Indicate by check mark whether registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “ large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   Accelerated filer 

Non-accelerated filer   Smaller reporting company X

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 33,000,000 shares of common stock, par value $.0001 per share, outstanding as of August 14, 2014.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the "Form 10-Q") for the quarterly period ended June 30, 2014, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-Q provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K.

Ex. #	Description
*3.1	Certificate of Incorporation, as filed with the Nevada Secretary of State on November 19, 2010.
*3.2	By-laws
3.3	Certificate of Amendment, as filed with the Nevada Secretary of State on July 24, 2014.
31.1	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
32.1	Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
*	Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on March 10, 2011, and incorporated herein by this reference.

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.

	AXIM BIOTECHNOLOGIES, INC.
Dated: August 22, 2014	By:	/s/ Dr. George Anastassov
		Dr. George Anastassov
		President and Director Principal Executive Officer Principal Financial Officer

EX-31.1

Exhibit 31.1

I, Dr. George Anastassov, certify that:

1.I have reviewed this Report on Form 10-Q (A/1)for AXIM Biotechnologies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:           August 22, 2014

/s/ Dr. George Anastassov

Dr. George Anastassov

                Chief Executive Officer

Chief Financial Officer

Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of AXIM Biotechnologies, Inc., a Nevada Corporation, (the “Company”) on Form 10-Q  (A/1) for the Quarter ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify the following pursuant to Section 18, U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Dr. George Anastassov

Dr. George Anastassov

Chief Executive Officer

Chief Financial Officer

Principal Accounting Officer

August 22, 2014

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2014

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 3:  RELATED PARTY TRANSACTIONS

From inception to June 30, 2014, the Company president advanced a total of $ 45,002 to fund working capital needs. That amount was settled as a part of the “Debt Settlement Agreement.”

Effective November 26, 2012, the Company entered into a separate Convertible Loan Agreement with its President, under which it borrowed $50,000, and is due December 31, 2014, and does not bear interest.  The loan is convertible into common stock at $.10 per share at the option of the lender any time after February 28, 2013.  As of June 30, 2014 the loan has not been converted.  The Company used the proceeds of this loan to fund the purchase of license rights under the November 26, 2012, agreement with Omega Research Corporation. The Convertible Loan was transferred to a third party.

On May 21, 2014, the Company President advanced an additional $5,000 to the Company to fund working capital needs.  This brings the total amount due to shareholder to $55,000 as of June 30, 2014, including convertible loan.

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CHANGE OF CONTROL

6 Months Ended

Jun. 30, 2014

CHANGE OF CONTROL:

CHANGE OF CONTROL

NOTE 2:  CHANGE OF CONTROL

Two new owners purchased most of the Company common stock and all of the preferred stock on March 21, 2014.  As a part of that sale specified receivables, payables and accrued expenses were consolidated and transferred to a third party.  Because the “Debt Settlement Agreement” was a part of the stock transfer agreement the net assigned debt was credited to paid in capital.  This was done with the consent of all creditors.

Settlement of debt at point of sale:
Accounts payable	(54,389)
Royalty payable	(2,750)
Shareholder loan	(45,002)
Allowance for doubtful accounts	(9,000)
License fee receivable	15,000
Paid in capital	96,141

The convertible loan in the amount of $50,000 was also transferred and remains outstanding. 

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Consolidated Balance Sheets (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash	$ 4,838	$ 127
License fee receivable	0	11,000
Allowance for doubtful accounts	0	(8,000)
Total current assets	4,838	3,127
Other assets:
Intangible asset - net	0	53,696
Total other assets	0	53,696
TOTAL ASSETS	4,838	56,823
Current liabilities:
Accounts payable and accrued liabilities	0	52,988
Due to shareholder	5,000	45,002
Convertible shareholder loan	50,000	50,000
Royalty fee payable	0	2,750
Total current liabilities	55,000	150,740
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 1,000,000 issued and outstanding	100	100
Common stock, $0.0001 par value, 195,000,000 shares authorized;33,000,000 issued and outstanding	3,300	3,300
Capital in excess of par value	107,841	11,700
Accumulated (deficit) during development stage	(161,403)	(109,017)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(50,162)	(93,917)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 0	$ 0

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Consolidated Statements of Cash Flows (USD $)	6 Months Ended		43 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS	$ (52,386)	$ (35,611)	$ (161,403)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Bad Debts	1,000	0	8,000
Amortization of intangible assets	1,593	0	17,897
Impairment of intangible assets	52,103	0	82,103
Share issuance for organization expense	0	0	2,100
Decrease (increase) in license fee receivable and other assets, net	2,000	5,000	(8,000)
(Decrease) Increase in accounts payable and accrued expenses	(4,599)	11,628	48,389
Increase in royalty fee payable	0	0	2,750
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(289)	(18,983)	(8,164)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of license	0	0	(100,000)
NET CASH USED IN INVESTING ACTIVITIES	0	0	(100,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Common Stock for Cash	0	0	13,000
Proceeds from Shareholder	5,000	0	50,002
Proceeds from convertible shareholder loan	0	0	50,000
Total cash provided by (Used in) Financing activities	5,000	0	113,002
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	0	0	113,002
NET CHANGE IN CASH	4,711	(18,983)	4,838
CASH BALANCES
Beginning of period	127	19,128	0
End of period	4,838	145	4,838
CASH PAID DURING THE YEAR FOR:
Interest	0	0	0
Income taxes	0	0	0
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS:
Settlement of Debt	$ 96,141	$ 0	$ 96,141

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2014

BASIS OF PRESENTATION

BASIS OF PRESENTATION

NOTE 1:  BASIS OF PRESENTATION:

The unaudited interim financial statements of AXIM Biotechnologies, Inc. as of June 30, 2014, and for the three month and six periods ended June 30, 2014 and 2013, have been prepared in accordance with United States generally accepted accounting principles.  In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations of the six month period ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014.

Certain information and disclosures normally included in the notes to financial statements have been condensed or abbreviated as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial information of the fiscal year ended December 31, 2013.

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Consolidated Balance Sheets Parentheticals (USD $)	Jun. 30, 2014	Dec. 31, 2013
Parentheticals
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	5,000,000	5,000,000
Preferred Stock, shares issued	1,000,000	1,000,000
Preferred Stock, shares outstanding	1,000,000	1,000,000
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	195,000,000	195,000,000
Common Stock, shares issued	33,000,000	33,000,000
Common Stock, shares outstanding	33,000,000	33,000,000

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 14, 2014
Document and Entity Information:
Entity Registrant Name	AXIM BIOTECHNOLOGIES, INC.
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Entity Central Index Key	0001514946
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		33,000,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2

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Consolidated Statement of Operations (USD $)	3 Months Ended		6 Months Ended		43 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014
Revenues:
Sales	$ 7,500	$ 10,834	$ 10,000	$ 21,667	$ 85,050
Total revenues	7,500	10,834	10,000	21,667	85,050
Operating Expenses:
General and administrative	52,265	40,627	62,386	57,278	246,453
Total operating expenses	52,265	40,627	62,386	57,278	246,453
Loss from operations	(44,765)	(33,128)	(62,386)	(35,611)	(246,453)
Other Income and Expense
Realized (loss) gain	0	0	0	0	0
Interest income	0	0	0	0	0
Interest expense	0	0	0	0	0
Total other income and expenses	0	0	0	0	0
NET LOSS	$ (44,765)	$ (22,294)	$ (52,386)	$ (35,611)	$ (161,403)
Basic loss per common share	$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Diluted loss per common share	$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average common shares outstanding - Basic	33,000,000	33,000,000	33,000,000	33,000,000	33,000,000
Weighted average common shares outstanding - Diluted	33,000,000	33,000,000	33,000,000	33,000,000	33,000,000

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RELATED PARTY TRANSACTIONS (DETAILS) (USD $)	Jun. 30, 2014	May 21, 2014
RELATED PARTY TRANSACTIONS DETAILS
Due to related party	$ 45,002	$ 5,000
Convertible loan agreement with President	50,000
Total amount due to shareholder	$ 55,000

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CHANGE OF CONTROL (Details) (USD $)	Jun. 30, 2014
Settlement of debt at point of sale:
Accounts payable	$ (54,389)
Royalty payable	(2,750)
Shareholder loan	(45,002)
Allowance for doubtful accounts	(9,000)
License fee receivable	15,000
Paid in capital	$ 96,141

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GOING CONCERN (DETAILS) (USD $)	Jun. 30, 2014
GOING CONCERN DETAILS
Accumulated deficit	$ 161,403

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Consolidated Statement of Stockholders' Deficit (USD $)	Common Stock Shares	Common Stock Amount USD ($)	Additional Paid-In Capital USD ($)	Preferred Stock Shares	Preferred Stock Amount USD ($)	Retained Deficit USD ($)	Accumulated Deficit During Development Stage USD ($)	Total Stockholder's Deficit USD ($)
Balance at Dec. 31, 2009								0
Issuance of 20,000,000 shares on December 20, 2010	20,000,000	2,000	0	1,000,000	100	0	0	2,100
Net loss for the period January 1, 2010 through December 31, 2010		$ 0	$ 0		$ 0	$ (2,932)	$ (2,932)	$ (2,932)
Balance at Dec. 31, 2010	20,000,000	2,000	0	1,000,000	100	(2,932)	(2,932)	(832)
Issuance of 13,000,000 shares on September 30, 2011	13,000,000	1,300	11,700	0	0	0	0	13,000
Net loss for the period January 1, 2011 through December 31, 2011		0	0		0	(1,962)	(1,962)	(1,962)
Balance at Dec. 31, 2011	33,000,000	3,300	11,700	1,000,000	100	(4,894)	(4,894)	10,206
Net loss for the period January 1, 2012 through December 31, 2012		0	0		0	(14,904)	(14,904)	(14,904)
Balance at Dec. 31, 2012	33,000,000	3,300	11,700	1,000,000	100	(19,798)	(19,798)	(4,698)
Net loss for the period January 1, 2013 through December 31, 2013		0	0		0	(89,219)	(89,219)	(89,219)
Balance at Dec. 31, 2013	33,000,000	3,300	11,700	1,000,000	100	(109,017)	(109,017)	(93,917)
Net loss for the period January 1, 2014 through June 30, 2014		$ 0	$ 96,141		$ 0	$ (52,386)	$ (52,386)	$ 43,755
Balance at Jun. 30, 2014	33,000,000	3,300	107,841	1,000,000	100	(161,403)	(161,403)	(50,162)

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GOING CONCERN

6 Months Ended

Jun. 30, 2014

GOING CONCERN

GOING CONCERN

NOTE 4.    GOING CONCERN

The Company’s financial statements have been presented assuming that the Company will continue as a going concern.  As shown in the financial statements, the Company has negative working capital, has an accumulated deficit of $ 161,403, and presently does not have the resources to accomplish its objectives during the next twelve months. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.