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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003
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 000-32663
BIMS RENEWABLE ENERGY, INC.
(exact name of small business issuer as specified in its charter)
Florida
(State or other jurisdiction of
incorporation or organization)
65-0909206
(IRS Employer Identification No.)
38-10, Place du Commerce, Suite 230, Montreal, Quebec, Canada, H3E 1T8
(Address of principal executive offices)
(514) 578-1722
(Registrant’s telephone number)
Biomasse International, Inc.
4720, Boulevard Royal, Suite 103, Trois-Rivieres-Ouest, Quebec, Canada G9A 4N1
(Former name, former address and former fiscal year, if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [_] No [_]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:As of August 18, 2003 the Registrant had 87,333,793 shares of its Common Stock outstanding
Transitional Small Business Disclosure format (check one): Yes [ ] No [X]
SEC 2334 (3-03)
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
BIMS RENEWABLE ENERGY, INC.
FORM 10-QSB
For the Quarter ended June 30, 2003
Contents
Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of June 30, 2003 (unaudited)
3
Statement of Operations for the three and nine months ended
4
June 30, 2003 and 2002 and from inception (March 19, 1999)
through June 30, 2003 (unaudited)
Statement of Cash Flows for the nine months ended
5
June 30, 2003 and 2002 and from inception (March 19, 1999)
through June 30, 2003 (unaudited)
Notes to the Financial Statements for the nine months
6
ended June 30, 2003 (unaudited)
Item 2. Plan of Operations
7
Item 3. Controls and Procedures
8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
9
Item 2. Changes in Securities
9
Item 3. Defaults Upon Senior Securities
9
Item 4. Submission of Matters to a Vote of Security Holders
9
Item 5. Other Information
9
Item 6. Exhibits and Reports on Form 8-K
9
Signature Page
10
Index to Exhibits
11
BIMS RENEWABLE ENERGY, INC.
FORM 10-QSB
For the Quarter ended June 30, 2003
PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements
BIMS RENEWABLE ENERGY, INC. (A COMPANY IN THE DEVELOPMENT STAGE) BALANCE SHEET (UNAUDITED) |
Assets |
| | | | June 30, 2003 |
| | | | |
Current Assets | | | | |
| Cash and cash equivalents | $ 18,679 |
| Receivables, net | 37,910 |
| Other current assets | - |
| Total current assets | 56,589 |
Property and equipment, net | 17,590 |
Prepaid equipment costs | 472,614 |
Intangibles, net | 18,028 |
Other assets | 223 |
| Total assets | $ 565,044 |
| | | | |
Liabilities and Shareholder's Equity |
| | | | �� |
Current Liabilities | |
| Accounts payable and accrued expenses | 653,048 |
| Accrued salaries and payroll related benefits | 113,811 |
| Deferred Revenue | 141,002 |
| Other current liabilities | 134,550 |
| Total current liabilities | 1,042,411 |
| | | | |
Convertible debenture | 250,000 |
| | | | |
Shareholder's Equity | |
Common Stock, class A, $1.00 par value; authorized | - |
5,000,000 shares; zero issued and outstanding | |
Common Stock, class B, $.001 par value; authorized | 87,334 |
125,000,000 shares; issued and outstanding 87,333,793 | |
| Paid in Capital | 1,597,134 |
| Deficit accumulated during the development stage | (2,262,849) |
| Accumulated other comprehensive income/(loss) | (148,985) |
| Total Shareholder's Equity | (727,367) |
| Total liabilities and shareholder's equity | $ 565,044 |
Read the accompanying summary of significant accounting notes to financial statements, which are an integral part of this financial statement.
BIMS RENEWABLE ENERGY, INC. (A COMPANY IN THE DEVELOPMENT STAGE) STATEMENT OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2003 AND 2002 FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2003 |
| | | | | | | | | | | | | | Inception |
| | | | | | | | | | | | | | (March 19, 1999) |
| | | | | | Three months ended June 30, | | Nine months ended June 30, | | through |
| | | | | | 2003 | | 2002 | | 2003 | | 2002 | | June 30, 2003 |
| | | | | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) |
| | | | | | | | | | | | | | |
Revenues: | $ - | | $ 4,765 | | $ 1,821 | | $ 14,174 | | $ 71,771 |
Cost of Revenues: | - | | 1,811 | | - | | 1,811 | | 60,535 |
Gross Profit | - | | 2,954 | | 1,821 | | 12,363 | | 11,236 |
| | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | |
Travel | 2,658 | | 5,307 | | 5,086 | | 16,593 | | 89,961 |
Professional fees | 1,456 | | 31,364 | | 31,036 | | 38,705 | | 235,018 |
Consulting fees | 6,291 | | 227,960 | | 213,180 | | 351,889 | | 899,512 |
Salaries and payroll related benefits | - | | 104,430 | | 14,406 | | 222,216 | | 383,093 |
Rent | - | | 2,726 | | 1,919 | | 9,223 | | 42,831 |
Depreciation | - | | 1,464 | | 2,595 | | 4,167 | | 10,084 |
Amortization | 5,500 | | 5,500 | | 16,500 | | 16,500 | | 91,972 |
Selling, general and administrative expenses | 7,353 | | 23,263 | | 31,243 | | 155,520 | | 321,772 |
| | | | | | 23,259 | | 402,013 | | 315,966 | | 814,813 | | 2,074,242 |
| | | | | | | | | | | | | | |
Operating Loss | (23,259) | | (399,060) | | (314,146) | | (802,450) | | (2,063,006) |
Other Income/(Expense) | | | | | | | | | |
Interest Income - (principally related party) | - | | 42 | | - | | 48 | | 872 |
Interest Expense | - | | (189) | | (588) | | (605) | | (1,774) |
Foreign exchange | - | | | | - | | | | 1,059 |
Loss on impairment of asset | - | | | | - | | | | (200,000) |
Total Other Income | - | | (146) | | (588) | | (557) | | (199,843) |
Net Loss | $ (23,259) | | $ (399,206) | | $ (314,734) | | $ (803,007) | | $ (2,262,849) |
| | | | | | | | | | | | | | |
Basic weighted average common shares outstanding | 87,333,793 | | 16,560,263 | | 80,133,401 | | 16,457,987 | | |
| | | | | | | | | | | | | | |
Basic Loss per common share | $ (0.00) | | $ (0.02) | | $ (0.00) | | $ (0.05) | | |
Read the accompanying summary of significant accounting notes to financial statements, which are an integral part of this financial statement.
BIMS RENEWABLE ENERGY, INC. (A COMPANY IN THE DEVELOPMENT STAGE) STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED JUNE 30, 2003 AND 2002 FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2003 |
| | | | | | | | | | Inception |
| | | | | | | | | | (March 19, 1999) |
| | | | | | Nine months ended June 30, | | through |
| | | | | | 2003 | | 2002 | | June 30, 2003 |
| | | | | | (Unaudited) | | (Unaudited) | | (Unaudited) |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | |
Net Income (Loss) | $ (314,734) | | $ (803,007) | | $ (2,262,849) |
Adjustments to reconcile net income (loss) to net cash | | | | | |
used in operating activities: | | | | | |
| Depreciation and amortization | 19,095 | | 2,167 | | 102,057 |
| Loss on abandonment of property | - | | - | | 1,187 |
| Rent expense offset to paid in capital | | | | | - | | - | | 5,000 |
| Issuance of shares for consulting services | 191,337 | | - | | 531,592 |
| Issuance of warrants for advisory services | - | | - | | 10,000 |
| Issuance of options for professional services | - | | 239,257 | | 6,000 |
| Loss on impairment of asset | - | | - | | 200,000 |
Changes in Operating assets and liabilities: | | | | | |
| Receivables | 36,077 | | (41,166) | | (37,910) |
| Other Current Assets | 12,904 | | (21,217) | | - |
| Prepaid equipment costs | - | | - | | (472,614) |
| Other Assets | 3,211 | | (200) | | (223) |
| Accounts Payable and Accrued Liabilities | | | | | 74,120 | | 618,252 | | 1,382,625 |
Net cash provided by/(used in) operating activities | 22,009 | | (5,914) | | (535,135) |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | |
| Prepaid equipment costs | - | | (241,646) | | - |
| Purchase of property and equipment | (3,644) | | - | | (30,756) |
Net cash provided by/(used in) investing activities | (3,644) | | (241,646) | | (30,756) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | |
Proceeds from: | | | | | |
Notes payable, principally related parties | - | | - | | 56,566 |
Proceeds from convertible debenture | - | | 250,000 | | 250,000 |
Purchase of treasury stock | - | | (3,333) | | (4,500) |
Exercise of warrants | - | | - | | 1,325 |
Sales of common stock | - | | - | | 281,177 |
Net cash provided by/(used in) financing activities | - | | 246,667 | | 584,569 |
Net increase (decrease) in cash and cash equivalents | 18,365 | | (893) | | 18,678 |
Cash and cash equivalents, beginning of period | 314 | | 1,350 | | - |
Cash and cash equivalents, end of period | $ 18,679 | | $ 457 | | $ 18,678 |
| | | | | | | | | | |
Supplemental Schedule of noncash investing and financing activities: | | | |
| | | | | | | | | | |
Issued 588,000 shares of common stock for license | | | | | 110,000 |
rights from affiliate (recorded at predecessor basis) | | | | | |
Issued 306,000 shares of common stock for Equipment | | | | | 200,000 |
from affiliate (recorded at predecessor basis) | | | | | |
Issuance of 56,565 shares of common stock | | | | | 56,566 |
in settlement of note payable (related party) | | | | | |
Read the accompanying summary of significant accounting notes to financial statements, which are an integral part of this financial statement.
BIMS RENEWABLE ENERGY, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2003 AND 2002
FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2003
NOTE 1 –BASIS OF PRESENTATION
The accompanying unaudited financial statements of Biomasse International, Inc. have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. The financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
These financial statements should be read in conjunction with the audited financial statements and footnotes thereto included in BIMS Renewable Energy, Inc.’s form 10-KSB as filed with the Securities and Exchange Commission.
The preparation of financial statements in conformity with generally accepted accounting principles 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 that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 2 – EARNINGS (LOSS) PER SHARE
Earnings (Loss) per common share are calculated under the provisions of SFAS No. 128, “Earnings per Share,” which establishes standards for computing and presenting earnings per share. SFAS No. 128 requires the Company to report both basic earnings (loss) per share, which is based on the weighted-average number of common shares outstanding during the period, and diluted earnings (loss) per share, which is based on the weighted-average number of common shares outstanding plus all potential dilutive common shares outstanding. Options and warrants are not considered in calculating diluted earnings (loss) per share since considering such items would have an anti-dilutive effect.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The company reported a net loss of $314,146 for the nine months ended June 30, 2003 (unaudited) as well as reporting net losses of $2,262,849 from inception (March 19, 1999) to June 30, 2003 (unaudited). As reported on the statement of cash flows, the Company has incurred negative cash flows from operating activities of $535,135 from inception (March 19, 1999) (unaudited). Continuation of the Company as a going concern is dependent upon obtaining sufficient working capital for its planned activity. Additional capital and/or borrowings will be necessary in order for the Company to continue in existence until attaining and sustaining profitable operations. The Company is aggressi vely pursuing strategic alliances which will bring a cash infusion, restructuring and a forward looking business plan.
BIMS RENEWABLE ENERGY, INC.
FORM 10-QSB
For the Quarter ended June 30, 2003
Item 2.
Plan of Operations
The following discussion should be read in conjunction with the financial statements and related notes that are included under Item 1. Statements made below which are not historical facts are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties including, but not limited to, general economic conditions, our ability to complete development and then market our services, competitive factors and other risk factors as stated in other of our public filings with the Securities and Exchange Commission.
Our main business purpose is to provide the pulp and paper industry with the most practical, economical and efficient way of disposing of the sludge they produce as a by-product of their operations. Our proprietary technology also allows us to give enhanced value to the waste sludge and other residues generated by their wastewater treatment systems. We own a process to convert, by combustion, in an environmentally safe manner, the waste residue produced by pulp and paper mills into steam. We intend to profit by charging mills for the disposal of their sludge by converting it to steam, which will be less than they are currently paying for shipping and storage of waste sludge. As an added benefit to the mill, it can, in turn, use the steam as energy thereby creating a low cost, clean energy source.
We signed our first agreement on April 12, 2002 with J. Ford Ltee., a pulp and paper manufacturer in Quebec, Canada. This agreement is for five years with a revenue stream of approximately $1 million US per year to Biomasse. The equipment for this projuect is in the construction phase and we anticipated the project to begin generating revenue by December 2002. Due to financing difficulties we experienced with this project, the installation has yet to take place and was scheduled to begin in the later part of the second calendar quarter of 2003. The installation has yet to commence at June 30, 2003, which postpones our revenue generation into 2004 from this project.
We intend to concentrate initially on the North American pulp and paper companies. During the past year we identified several potential customers. We completed the profitability and feasibility studies for these installation and based upon the study's very positive conclusions, we believe we are close to finalizing a ten-year contract for the sale of steam utilizing our process with one of these organizations in the near future. Once this contract is finalized, a nine to twelve month installation process will ensue. We do not expect to generate any substantial revenue until the installation is completed and the system has been tested and is operational. Our studies indicate that the cost of equipment and installation for a plant suitable approximately $9,200,000.
BIMS RENEWABLE ENERGY, INC.
FORM 10-QSB
For the Quarter ended June 30, 2003
Liquidity
As reflected in our June 30, 2003 balance sheet, we have $18,679 on hand. The Company’s operations are not generating sufficient cash to maintain its present operations. The Company had a negative working capital of approximately $985,822 at June 30, 2003. The company has reviewed all non-essential activities and expenditures and has aggressively curtailed these items to assist in reducing the cash used in operating activities. Monthly operating expenses including rent, communications, travel, consulting, and professional fees and other general and administrative are approximately $10,000. When we listed on the OTC bulletin board, the number of our employees increased to four with the addition of a Vice President of Legal Affairs as well as an administrative person. Once this happened, executive and management salaries are estimated to be approximately $20,000 per month. We have several options to fund the above monthly expenditures: In our contract with the pulp and paper manufacturers, we are requiring a deposit with the signing of the contract of approximately one months revenue. In the case of the J Ford Ltee project, that equates to approximately $83,000 US. These deposits will then contribute to the satisfying our overall monthly expenditures. Additional capital and/or borrowings will be necessary in order for the Company to continue in existence until attaining and sustaining profitable operations. The Company is aggressively pursuing strategic alliances which will bring a cash infusion, restructuring and a forward looking business plan.
ITEM 3.
Controls and Procedures
Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, the Company’s president and principle financial officer believes the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Company’s management, including its principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in the Company’s internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.
BIMS RENEWABLE ENERGY, INC.
FORM 10-QSB
For the Quarter ended June 30, 2003
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a)
Exhibits
Exhibit 31.1 – Certification required by Rule 13a-14(a) or Rule 15d-14(a), Abouelouafa
Exhibit 31.2 – Certification required by Rule 13a-14(a) or Rule 15d-14(a), Renaud
Exhibit 32.1 – Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Abouelouafa
Exhibit 32.2 – Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Renaud
(b) Reports on Form 8K. – The company filed no Forms 8K during the period covered by this report.
SIGNATURES
In accordance with Section 13 or 15(d) of the 1934 Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
BIMS Renewable Energy, Inc.
/s/ Abdel Jabbar Abouelouafa
________________________________________________
Chief Executive Officer
/s/Yves Renaud
Yves Renaud - Director and Chief Financial Officer
Date: August 19, 2003
INDEX TO EXHIBITS | |
Exhibit 31.1 – Certification required by Rule 13a-14(a) or Rule 15d-14(a), Abouelouafa Exhibit 31.2 – Certification required by Rule 13a-14(a) or Rule 15d-14(a), Renaud Exhibit 32.1 – Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Abouelouafa Exhibit 32.2 – Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Renaud | |
| |