10-Q 1 g7281a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 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 000-54222 MAKISM 3D CORP. (Exact name of registrant as specified in its charter) Nevada 42-1771506 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 26 Broad Street Cambridge, United Kingdom, CB23 6HJ (Address of Principal Executive Offices) 011-44-01954-715030 (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether 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 (ss.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) [X] Yes [ ] No Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition 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] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at February 19, 2014 ----- -------------------------------- Common stock, par value $.0001 60,000,000 MAKISM 3D CORP. TABLE OF CONTENTS Page Numbers ------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements 3 Balance Sheets 3 Statements of Operations 4 Statement of Stockholders' Deficit 5 Statements of Cash Flows 6 Notes to Financial Statements 7 Item 2. Management's Discussion & Analysis of Financial Condition & Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 11 Item 4. Controls and Procedures 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings 13 Item 1A. Risk Factors 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Mine Safety Disclosures 13 Item 5. Other Information 13 Item 6. Exhibits 14 SIGNATURES 15 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Makism 3D Corp. (A Development Stage Company) Balance Sheets

~~September~~December 3031, 2013 June 30, 2013 ------------------ ------------- (Unaudited) (Audited) ASSETS Current Assets: ~~Prepaid~~Cash ~~expense~~ $ ~~320~~149,466 $ -- Prepaid expenses 2,604 -- ---------- ---------- Total current assets ~~320~~152,070 -- ---------- ---------- Non-current assets: Machinery, net of $1,272 accumulated depreciation 11,451 -- ---------- ---------- Total assets $ ~~320~~163,521 $ -- ========== ========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 1725,~~450~~622 $ ~~10,713~~-- Loans payable - director 2830,~~009~~509 ~~21,343~~-- ---------- ---------- Total current liabilities 4556,~~459~~131 ~~32,056~~ -- ------ ----~~----~~ ~~Total liabilities 45,459 32,056~~ -------- --~~------~~ Stockholder's Deficit: Preferred stock, 50,000,000 shares authorized, par value $0.0001, no shares issued and outstanding -- -- Common stock, 100,000,000 shares authorized, par value $0.0001, 60,000,000 and 70,000,000 shares issued and outstanding 76,000 72,~~000~~700 Additional paid in capital 44462,~~250~~429 44(2,~~250~~700) Deficit accumulated during the development stage (96361,~~389~~039) ~~(83,306)~~-- ---------- ---------- Total stockholders' ~~deficit~~equity (~~45,139~~deficit) ~~(32~~107,~~056)~~390 -- ---------- ---------- Total liabilities and stockholders' deficit $ ~~320~~163,521 $ -- ========== ==========

3 Makism 3D Corp. (A Development Stage Company) Statements of Operations (Unaudited)

Cumulative ~~May~~Three 4,Months ~~2010~~ Three Months ~~Ended~~Six ~~Three~~Months Six Months December 6, 2012 Ended Ended Ended Ended (Inception) to ~~September~~December 3031, ~~2013~~December ~~September~~31, 30December 31, ~~2012~~December ~~September~~31, 30December 31, 2013 ~~------------------~~2012 2013 2012 2013 ------------~~------~~ ------------~~------~~ ~~Revenue $~~ -- $ -- $ -- ------~~------~~ ------------ ------------ Expenses: ~~Organization~~Operating ~~costs~~expenses --$ 228,971 $ -- ~~662~~$ ~~General~~361,039 ~~and~~$ ~~administrative~~-- ~~13,083~~$ 4361,~~302~~039 ~~95,727~~ ------------ ------------ ------------ ~~Total expenses 13,083 4,302 96,389~~ ------------ ------------ ~~------------~~Net Loss ~~before~~$ ~~income taxes~~ (13228,~~083~~971) ~~(4,302)~~$ ~~(96,389) Provision for Income Taxes~~ -- ~~-- -- ------------ ------------ ------------ Net Loss~~ $ (13361,~~083~~039) $ ~~(4,302)~~-- $ (96361,~~389~~039) ============ ============ ============ ============ ============ Basic and Diluted Loss per Common Share a$ a(0.00) $ -- $ (0.01) $ -- ============ ============ ============ ============ Weighted Average number of Common Shares Outstanding 7060,000,000 7030,000,000 60,000,000 30,000,000 ============ ============ ============ ============

4 Makism 3D Corp. (A Development Stage Company) Statement of Stockholders' Deficit (unaudited)

Deficit Accumulated Common Stock Additional ~~Subscribed~~ During the Total ---------------------- Paid in ~~Stock~~ Development Stockholders' Shares Amount Capital ~~Not Issued~~ Stage Deficit ------ ------ ------- -----~~-----~~ ----- --~~-----~~ INCEPTION, ~~MAY~~DECEMBER 46, ~~2010~~2012 --Shares ~~$ -- $ -- $ -- $ -- $ -- Common stock~~ issued to ~~directors~~founder ~~for cash ($0.002 per share) 50~~27,000,000 ~~5,000~~$ 152,~~000~~700 --$ ~~-- 20,000 Net loss for the period -- -- -- --~~ (~~662~~2,700) ~~(662)~~$ --~~--------~~ ~~-------~~$ --~~------~~ -------- --~~-------~~ -------- ~~BALANCE JUNE 30, 2010 50,000,000 5,000 15,000~~ -- ~~(662) 19,338 Net loss for the period~~ -- -- -- -- ~~(1,586) (1,586)~~ ---------- ------- --~~------~~ ~~-------- --------- --------~~ BALANCE ~~SEPTEMBER~~JUNE 30, ~~2010~~2013 5027,000,000 52,~~000~~700 ~~15,000 --~~ (2,~~248~~700) ~~17,752 Net loss for the period~~ -- --Shares --issued ~~-- (1,090) (1,090) ---------- ------- -------- -------- --------- -------- BALANCE DECEMBER 31, 2010 50,000,000 5,000 15,000 -- (3,338) 16,662 Net loss~~ for ~~the~~consulting ~~period~~services ~~-- -- -- -- (7~~1,~~218) (7~~800,~~218) ---------- ------- -------- -------- --------- -------- BALANCE MARCH 31, 2011 50,~~000~~,000~~ ~~5,000~~180 1545,~~000~~459 ~~-- (10~~45,~~556)~~639 ~~9,444~~Shares ~~Common~~issued ~~stock subscribed~~ for cash ~~($0.01 per share)~~1, ~~net of issuance costs -- -- -- 19~~200,~~672 -- 19,672 Net loss for the period -- -- -- -- (12,537) (12,537) ---------- ------- -------- -------- --------- -------- BALANCE JUNE 30, 2011 50,~~000~~,000~~ ~~5,000~~120 1529,~~000~~726 1929,~~672~~846 ~~(23,093)~~Contributed ~~16,579~~Services ~~Issuance of subscribed stock 10~~75,000~~,000~~ 175,000 ~~18,672~~Shares ~~(19,672) -- -- Common stock~~ issued for cash ~~($0.01 per share)~~1, ~~net of issuance costs 10,~~000,000 ~~1,000~~100 10349,~~578~~900 ~~-- -- 11~~350,~~578~~000 ~~Net~~Shares ~~loss~~deemed ~~for~~as ~~the~~issued ~~period~~to --Makism's --shareholders ~~-- -- (32~~29,~~333) (32,333) ---------- ------- -------- -------- --------- -------- BALANCE JUNE 30, 2012 70,~~000,000 72,~~000~~900 ~~44,250 --~~ (5534,~~426~~956) (432,~~176~~056) Net loss ~~for the period~~ -- --thru --December ~~-- (27~~31,~~880)~~ ~~(27,880) ---------- ------- -------- -------- --------- -------- BALANCE JUNE 30,~~ 2013 ~~70,000,000 7,000 44,250 --~~ (83361,~~306~~039) (32361,~~056~~039) ~~Net loss for the period~~ -- -- -- -- ~~(13,083) (13,083)~~ -- -------- ------- -- ------ ----~~----~~ --------- ~~--------~~ BALANCE ~~SEPTEMBER~~DECEMBER 3031, 2013 7060,000,000 $ 76,000 $ 44462,~~250~~429 $ ~~-- $~~ (96361,~~389~~039) $~~(45~~ 107,~~139)~~390 ========== ======= =~~=======~~ ========= ========== =========

5 Makism 3D Corp. (A Development Stage Company) Statements of Cash Flows (Unaudited)

For the Period ~~Three~~From Six Months Ended ~~From~~December ~~May 4~~6, ~~2010~~2012 ---------------------------------~~-------~~ (Inception) to ~~Sepember~~December 3031, ~~2013~~December ~~September 30~~31, ~~2012~~December ~~September 30~~31, 2013 2012 2013 ----------~~-------~~ ----------~~--------~~ ----------~~--------~~ OPERATING ACTIVITIES Net loss $ (13361,~~083~~039) $ ~~(4,302)~~-- $ (96361,~~389~~039) Non cash items Depreciation 1,272 -- 1,272 Consulting fees paid in stock 45,639 -- 45,639 Contributed services 75,000 -- 75,000 Adjustments To Reconcile Net Loss To Net Cash Used By Operating Activities (Increase) decrease in prepaid expenses (~~320~~2,604) ~~1,200~~-- (~~320~~2,604) Increase (decrease) in accounts payable 614,~~737~~838 ~~1,295~~-- 1714,~~450~~838 ---------- ---------- ---------- Net cash used by operating activities (6226,~~666~~894) ~~(1,807)~~-- (79226,~~259~~894) ---------- ---------- ---------- INVESTING ACTIVITIES ~~Net~~Cash ~~cash~~paid ~~used~~for bypurchase ~~investing~~of ~~activities~~fixed --assets (12,652) -- (12,652) -- -------- ---------- ---------- FINANCING ACTIVITIES Proceeds from (repayment of) loans - director 69,~~666~~166 -- 289,~~009~~166 Proceeds from the sale of common stock --379,846 -- 51379,~~250~~846 ---------- ---------- ---------- Net cash provided by financing activities 6389,~~666~~012 -- 79389,~~259~~012 ---------- ---------- ---------- Net Increase (Decrease) in Cash ~~-- (1~~149,~~807)~~466 -- 149,466 Cash, Beginning of Period -- ~~4,707~~-- -- ---------- ---------- ---------- Cash, End of Period $ ~~-- $ 2~~149,~~900~~466 $ -- $ 149,466 ========== ========== ========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ -- $ -- $ -- ========== ========== ========== Income taxes $ -- $ -- $ -- ========== ========== ==========

6 Makism 3D Corp. (A Development Stage Company) December 31, 2013 Notes to the Financial Statements NOTE 1 - ORGANIZATION AND OPERATIONS Umicron Ltd., a development stage company, was incorporated on December 6, 2012 under the laws of England and Wales. The Company intends to engage in the development and sale of 3D printers. On October 29, was combined with the public registered Company Makism 3D Corp in a transaction accounted for as a reverse merger. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 8-K filed with the SEC on November 4, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 8-K, have been omitted. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. FISCAL YEAR-END The Company elected June 30 as its fiscal year ending date. NOTE 3 - GOING CONCERN As reflected in the financial statements, the Company had a deficit accumulated during the development stage at December 31, 2013, a net loss and net cash used in operating activities for the period from December 6, 2012 (inception) through December 31, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. 7 NOTE 4 - LOANS PAYABLE - DIRECTOR The loans are advances, unsecured and payable on demand with no interest. NOTE 5 - STOCKHOLDERS' EQUITY On December 6, 2012, Umicron, Ltd issued 1,000 shares to its founder at zero valuation. When Umicron was purchased by Makism 3D on October 29, 2013 in a transaction accounted for as a reverse merger, the 1,000 shares were exchanged for 27,000,000 shares. All other share amounts listed in these financial statements are at their exchanged amounts. On March 11, 2013, the Company issued 1,200,000 shares to two third parties for services with a total value of $29,846. During 2013 the Company sold 1,800,000 shares for total proceeds of $45,639. During 2013, various stockholders performed services for the Company valued at $75,000. On October 29, 2013, the Company issued 29,000,000 shares of common stock in exchange for 100% of the issued and outstanding shares of Umicron Ltd. On October 29, 2013, the Company cancelled 41,000,000 shares of common stock. On October 29, 2013, the Company issued 1,000,000 shares for $350,000 paid up front and another $250,000 due after the company has designed, manufactured, sold and delivered 10 3D printers. Should this event occur and the additional payment is not made, 500,000 of the shares must be returned and canceled. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS This Report on Form 10-Q contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "anticipate," "intend," "continue," or similar terms, variations of such terms or the negative of such terms. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth below and in our Annual Report on Form 10-K filed on September 30, 2013. As used in this Form 10-Q, "we," "us," and "our" refer to Makism 3D Corp., which is also sometimes referred to as the "Company." YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope. OVERVIEW We are a development stage company that was incorporated under the laws of the State of Nevada on May 4, 2010. We were initially established for the purpose of developing and commercializing a performance management system for use by cellular operators. On February 20, 2013, we effected a 5 for 1 forward stock split of all of its issued and outstanding shares of common stock (the "Stock Split"). The Stock Split increased the number of our issued and outstanding common stock to 70,000,000 shares. On October 29, 2013 (the "Closing Date"), we entered into and consummated a voluntary share exchange transaction with Umicron Ltd., a private limited company organized under the laws of England and Wales ("Umicron"), and the shareholders of Umicron ("Selling Shareholders") pursuant to a Stock Exchange Agreement (the "Exchange Agreement") by and among the Company, Umicron, and the Selling Shareholders. In accordance with the terms of Exchange Agreement, on the Closing Date, we issued 30,000,000 shares of our common stock to the Selling Shareholders in exchange for 100% of the issued and outstanding capital stock of Umicron (the "Exchange Transaction"). As a result of the Exchange Transaction, the Selling Shareholders acquired approximately 50.67% of our issued and outstanding common stock, Umicron became our wholly-owned subsidiary, and we acquired the business and operations of Umicron. Umicron is focused on the development of a low cost professional-grade 3D printer targeted at the home, professional, and educational markets. 9 As of the date of this Quarterly Report on Form 10-Q, we have generated no revenue. RESULTS OF OPERATIONS Financial Condition as of December 31, 2013 We reported total current assets of $152,070 at December 31, 2013 being cash in the bank and prepaid expenses. Total current liabilities reported of $56,131 consisted of accounts payable and a loan payable to a director. We had working capital of $95,939 at December 31, 2013. Stockholders' Equity increased from a deficit of $32,056 at December 31, 2012 to $107,390 at December 31, 2013. This increase is due primarily to the issuance of common stock for cash. CASH AND CASH EQUIVALENTS As of December 31, 2013, we had cash of $149,466. We anticipate that a substantial amount of cash will be used as working capital and to execute our strategy and business plan. As such, we further anticipate that we will have to raise additional capital to fund our operational and research and development needs over the next twelve months. COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2013 TO THE THREE MONTHS ENDED DECEMBER 31, 2012 REVENUES We are in the research and development phase and had no customers or revenues during this period. OPERATING EXPENSES During the three months ended December 31, 2013, we incurred operating expenses of $228,971 as compared to operating expenses of $0 for the three months ended December 31, 2012. Our operating expenses for the three months ended December 31, 2013 consisted of professional fees, consulting fees, research and development and office and miscellaneous. The increase is attributable to the Company starting operations in developing a 3D printer for market. COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 2013 TO THE SIX MONTHS ENDED DECEMBER 31, 2012 REVENUES We are in the research and development phase and had no customers or revenues during this period. OPERATING EXPENSES During the six months ended December 31, 2013, we incurred operating expenses of $361,039 as compared to operating expenses of $0 for the six months ended December 31, 2012. Our operating expenses for the six months ended December 31, 2013 consisted of professional fees, consulting fees, research and development and office and miscellaneous. The increase is attributable to the Company starting operations in developing a 3D printer for market.. LIQUIDITY AND CAPITAL RESOURCES Net cash used in operating activities was $228,894 and $0 for the six months ended December 31, 2013 and 2012, respectively. The increase is attributable to the Company starting operations in developing a 3D printer for market. As of December 31, 2013, we had cash on hand of $149,466 and working capital of $95,939. Cash used in investing activities was $12,652 and $0 for the six months ended December 31, 2013 and 2012, respectively. In 2013, this amount consisted of purchases of equipment. 10 Cash provided by financing activities was $389,012 and $0 for the six months ended December 31, 2013 and 2012, respectively. During the six months ended December 31, 2013, we received cash from the issuance of common stock. We believe that our cash on hand will not be sufficient to meet our anticipated cash requirements through the next 12 months. As such, on October 29, 2013, we entered into a Securities Purchase Agreement (the "Purchase Agreement") and consummated a closing of a private placement offering (the "Offering") with an accredited investor (the "Investor") for the issuance and sale of 1,000,000 shares of common stock of the Company (the "Offering Shares") at a purchase price of $0.60 per share, for an aggregate consideration of $600,000, $350,000 of which was due at the closing of the Offering. Our current cash requirements are significant and will be used for research and development, and marketing, and we anticipate generating losses for the foreseeable future. In order to execute on our business strategy, we will require additional working capital, commensurate with the operational needs of our planned marketing, development and production efforts. Our management anticipates that we should be able to raise sufficient amounts of working capital through debt or equity offerings, as may be required to meet our long-term obligations. However, changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future. We anticipate continued and additional development and production expenses. Accordingly, while we do not have any short-term plans to conduct any other debt or equity financings, we may in the future use debt and equity financing to fund operations, as we look to expand our asset base and fund development and production of our products. Any such equity financings could result in dilution to current shareholders, and the incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed. Any failure to secure additional financing may force us to modify our business plan. In addition, we cannot be assured of profitability in the future. In addition, the terms of the Purchase Agreement contain certain restrictions on our ability to engage in financing transactions. Specifically, the Purchase Agreement contains a right of first refusal for the Investor on any future financing transactions and requires the approval of the Investor for any debt financings. OFF-BALANCE SHEET ARRANGEMENTS None. SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies are described in Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2013, which are incorporated by reference herein. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, the Company is not required to provide Part I, Item 3 disclosure. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We carried out an evaluation, under the supervision and with the participation of our management, including our President (who is our Principal Executive Officer) and our Treasurer (who is our Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of December 31, 2013 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective 11 as of December 31, 2013 as a result of material weaknesses in internal controls over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's interim financial statements will not be prevented or detected on a timely basis. In performing the above-referenced assessment, our management identified the following material weaknesses: * We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management's view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over our financial statements. * We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness. * We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis. * We lack personnel with formal training to properly analyze and record complex transactions in accordance with U.S. GAAP. Our current Chief Financial Officer, Mr. Matthew Lummis, has been our Chief Financial Officer since October 29, 2013. He has had limited experience and education in accounting and minimal training with U.S. GAAP. * We have not achieved the optimal level of segregation of duties relative to key financial reporting functions. We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources and personnel to potentially mitigate these material weaknesses. Our present management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There were no changes in our internal controls over financial reporting that occurred during the quarterly period ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected. 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 1A - RISK FACTORS Not applicable. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS There are no sales of our securities without registration under the Securities Act of 1933, as amended, during the three months ended December 31, 2013, that were not previously disclosed in an Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or in a Current Report on Form 8-K. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION None. 13 ITEM 6. EXHIBITS Exhibit Number Description ------ ----------- 2.1 Stock Exchange Agreement by and among the Company, Umicron and the Selling Shareholders, dated October 29, 2013 (incorporated by reference to the registrant's Current Report on Form 8-K filed on November 14, 2013). 3.1 Articles of Incorporation (incorporated by reference to the registrant's Registration Statement on Form S-1 filed on August 27, 2010). 3.2 Bylaws (incorporated by reference to the registrant's Registration Statement on Form S-1 filed on August 27, 2010). 10.1 Employment Contract between Umicron and Matthew Lummis, dated October 5, 2013 (incorporated by reference to the registrant's Current Report on Form 8-K filed on November 14, 2013). 10.2 Employment Contract between Umicron and Luke Ruffell, dated October 5, 2013 (incorporated by reference to the registrant's Current Report on Form 8-K filed on November 14, 2013). 10.3 Employment Contract between Umicron and Feroz Khan, dated October 5, 2013 (incorporated by reference to the registrant's Current Report on Form 8-K filed on November 14, 2013). 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act* 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act* 32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.* 32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.* 101 Interactive Data File** ---------- * Filed herewith. ** Pursuant to Rule 406T of Regulation S-T, these interactive data files 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 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. 14 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. MAKISM 3D CORP. a Nevada corporation By: /s/ Luke Ruffell -------------------------------------- Dated: February 19, 2014 Luke Ruffell Chief Executive Officer, President and Chairman (Principal Executive Officer) Dated: February 19, 2014 By: /s/ Matthew Lummis -------------------------------------- Matthew Lummis Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 15

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