OMB APPROVAL |
OMB Number: 3235-0416 |
Expires: February 28, 2006 |
Estimated average burden hours per response: 182 |
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-QSB
[X]
Quarterly report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
For the quarterly period ended December 31, 2003
[ ]
Transition report pursuant to Section 13 or 15(d) of the Exchange Act
Transition period to
Commission file number 000-32663
BIMS RENEWABLE ENERGY INC.
(FORMELY BIOMASSE INTERNATIONAL, INC.)
(Exact name of small business issuer as specified in its charter)
Florida
65-0909206
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
14 Place du Commerce, Suite 388, Montréal, Quebec, Canada H3E 1T5
(Address of principal executive offices)
(514) 362-8188
(Registrant’s telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 of 15(d) of the Exchange Act during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
As of February 10, 2003 the Registrant had 33,179,897 shares of its Common Stock outstanding
Transitional Small Business Disclosure Format: YES [ ] NO [X]
SEC 2334 (1/04)
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.
1
______________________________________________________________________________
BIMS RENEWABLE ENERGY INC.
Index to Form 10-QSB
For the Quarter ended December 31, 2003
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of December 31, 2003 (unaudited)
3
Statement of Operations for the three months ended
4
December 31, 2003 and 2002 and from inception (March 19, 1999)
through December 31, 2003 (unaudited)
Statement of Cash Flows for the three months ended
5
December 31, 2003 and 2002 and from inception (March 19, 1999)
through December 31, 2003 (unaudited)
Notes to the Financial Statements for the three months
7
ended December 31, 2003 (unaudited)
Item 2. Plan of Operations
8
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
2
______________________________________________________________________________
PART I
FINANCIAL INFORMATION
Item 1.Financial Statements
BIMS RENEWABLE ENERGY, INC. (A COMPANY IN THE DEVELOPMENT STAGE) BALANCE SHEET (Unaudited) | |||||
Assets | |||||
December 31, | |||||
2003 | |||||
Current Assets | |||||
Cash and cash equivalents | $ 25,381 | ||||
Receivables | 33,096 | ||||
Other current assets | 147,138 | ||||
Total current assets | 205,615 | ||||
Property and equipment, net | 64,214 | ||||
Total assets | $ 269,829 | ||||
Liabilities and Shareholder's Equity | |||||
Current Liabilities | |||||
Accounts payable and accrued expenses | $ 435,963 | ||||
Accrued salaries and payroll related benefits | 626,023 | ||||
Customer deposits | 30,534 | ||||
Loan payable | 19,084 | ||||
Short term borrowing - related party | 558,760 | ||||
Legal judgement liability | 444,729 | ||||
Other current liabilities | 34,960 | ||||
Total current liabilities | 2,150,053 | ||||
Shareholder's Equity | |||||
Common Stock, class A, $1.00 par value; authorized | - | ||||
5,000,000 shares; issued and outstanding 0 in 2003 | |||||
and 2002 | |||||
Common Stock, class B, $.001 par value; authorized in 2002 - | 26,206 | ||||
55,000,000 shares; issued and outstanding 55,000,000 | |||||
authorized in 2003 - 125,000,000; issued and outstanding | |||||
26,205,563 | |||||
Paid in Capital | 1,662,015 | ||||
Deficit accumulated during the development stage | (3,485,511) | ||||
Accumulated other comprehensive income/(loss) | |||||
Foreign currency translation | (82,934) | ||||
Total Shareholder's Equity | (1,880,224) | ||||
Total liabilities and shareholder's equity | $ 269,829 | ||||
Read the accompanying summary of significant accounting notes to financial statements, which are an integral part of this financial statement.
3
____________________________________________________________________________________
BIMS RENEWABLE ENERGY, INC. (A COMPANY IN THE DEVELOPMENT STAGE) STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002 FROM INCEPTION (MARCH 19, 1999) THROUGH DECEMBER 31, 2003 | |||||||||||
Inception | |||||||||||
(March 19, 1999) | |||||||||||
Three months ended December 31, | through | ||||||||||
2003 | 2002 | December 31, 2003 | |||||||||
(Unaudited) | (Unaudited) | (Unaudited) | |||||||||
Revenues: | $ - | $ - | $ 71,866 | ||||||||
Cost of Revenues: | - | - | 60,535 | ||||||||
Gross Profit | - | - | 11,331 | ||||||||
Operating Expenses: | |||||||||||
Travel | 17,269 | - | 108,595 | ||||||||
Professional fees | 79,485 | 2,500 | 374,691 | ||||||||
Consulting fees | 101,158 | - | 1,227,342 | ||||||||
Salaries and payroll related benefits | 132,144 | 63,062 | 819,653 | ||||||||
Rent | 8,000 | 1,858 | 60,223 | ||||||||
Depreciation | 2,814 | 2,110 | 17,051 | ||||||||
Amortization | - | 5,500 | 97,472 | ||||||||
Loss on write off on impaired intangible | - | - | 12,528 | ||||||||
Loss on impairment of asset | - | - | 200,000 | ||||||||
Selling, general and administrative expenses | 48,437 | 3,843 | 384,332 | ||||||||
389,307 | 78,873 | 3,301,887 | |||||||||
Operating Loss | (389,307) | (78,873) | (3,290,556) | ||||||||
Other Income/(Expense) | |||||||||||
Interest Income - (principally related party) | 26 | - | 899 | ||||||||
Interest Expense | (703) | - | (196,913) | ||||||||
Foreign exchange | - | - | 1,059 | ||||||||
Total Other Income | (676) | - | (194,955) | ||||||||
Net Loss | (389,983) | (78,873) | (3,485,511) | ||||||||
Basic weighted average common shares outstanding | 23,323,370 | 916,667 | |||||||||
Basic and diluted income(loss) per common share | $ (0.02) | $ (0.09) | |||||||||
Read the accompanying summary of significant accounting notes to financial statements, which are an integral part of this financial statement.
4
____________________________________________________________________________________
BIMS RENEWABLE ENERGY, INC. (A COMPANY IN THE DEVELOPMENT STAGE) STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002 FROM INCEPTION (MARCH 19, 1999) THROUGH DECEMBER 31, 2003 | ||||||||||||
Inception | ||||||||||||
(March 19, 1999) | ||||||||||||
Three months ended December 31, | through | |||||||||||
2003 | 2002 | December 31, 2003 | ||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net Income (Loss) | $(389,983) | $(78,873) | $(3,485,511) | |||||||||
Adjustments to reconcile net income (loss) to net cash | ||||||||||||
used in operating activities: | ||||||||||||
Depreciation and amortization | 2,814 | 7,610 | 114,523 | |||||||||
Loss on abandonment of property | - | 1,187 | ||||||||||
Rent expense offset to paid in capital | - | - | 5,000 | |||||||||
Issuance of shares for consulting services | 3,750 | 535,342 | ||||||||||
Issuance of warrants for advisory services | - | - | 10,000 | |||||||||
Issuance of options for professional services | - | - | 6,000 | |||||||||
Loss on write off on impaired intangible | - | 12,528 | ||||||||||
Loss on impairment of asset | - | - | 200,000 | |||||||||
Changes in Operating assets and liabilities: | - | |||||||||||
Receivables | (5,896) | (33,096) | ||||||||||
Other Current Assets | (67,139) | (147,139) | ||||||||||
Other Assets | 924 | 0 | ||||||||||
Legal judgement liability | (10,000) | 444,729 | ||||||||||
Accounts Payable and Accrued Liabilities | 345,202 | 71,263 | 1,557,912 | |||||||||
Net cash provided by/(used in) operating activities | (120,327) | - | (778,525) | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
Purchase of property and equipment | (13,877) | (84,345) | ||||||||||
Net cash provided by/(used in) investing activities | (13,877) | - | (84,345) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Proceeds from: | ||||||||||||
Notes payable, principally related parties | - | - | 56,566 | |||||||||
Short term borrowings - related parties | (25,253) | 558,760 | ||||||||||
Loan payable | (6,765) | (5,077) | ||||||||||
Purchase of treasury stock | - | - | (4,500) | |||||||||
Exercise of warrants | - | - | 1,325 | |||||||||
Sales of common stock | - | - | 281,177 | |||||||||
Net cash provided by/(used in) financing activities | (32,019) | - | 888,251 | |||||||||
Net increase (decrease) in cash and cash equivalents | (166,223) | - | 25,381 | |||||||||
Cash and cash equivalents, beginning of period | 191,603 | 314 | - | |||||||||
Cash and cash equivalents, end of period | $ 25,381 | $ 314 | $ 25,381 | |||||||||
(continued)
Read the accompanying summary of significant accounting notes to financial statements, which are an integral part of this financial statement.
5
____________________________________________________________________________________
BIMS RENEWABLE ENERGY, INC. (A COMPANY IN THE DEVELOPMENT STAGE) STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002 FROM INCEPTION (MARCH 19, 1999) THROUGH DECEMBER 31, 2003 | ||||||||||||
Inception | ||||||||||||
(March 19, 1999) | ||||||||||||
Three months ended December 31, | through | |||||||||||
2003 | 2002 | December 31, 2003 | ||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
Supplemental Schedule of noncash investing and financing activities: | ||||||||||||
Issuance of 588,000 shares of common stock for | 110,000 | |||||||||||
license rights from affiliate (recorded at predecessor basis) | ||||||||||||
Issuance of 306,000 shares of common stock for | 200,000 | |||||||||||
equipment from affiliate (recorded at predecessor | ||||||||||||
basis) | ||||||||||||
Issuance of 56,565 shares of common stock | 56,566 | |||||||||||
in settlement of note payable (related party) | ||||||||||||
Issuance of 5,000,000 shares of common stock | 122,429 | |||||||||||
in settlement of liabilities (related party) | ||||||||||||
Read the accompanying summary of significant accounting notes to financial statements, which are an integral part of this financial statement.
6
____________________________________________________________________________________
BIMS RENEWABLE ENERGY, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002
NOTE 1 –BASIS OF PRESENTATION
The accompanying unaudited financial statements of Bims Renewable Energy, 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 $389,983 for the three months ended December 31, 2003 (unaudited) as well as reporting net losses of $3,485,511 from inception (March 19, 1999) to December 31, 2003 (unaudited). As reported on the statement of cash flows, the Company has incurred negative cash flows from operating activities of $778,526 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 ag gressively pursuing strategic alliances which will bring a cash infusion, restructuring and a forward looking business plan.
7
______________________________________________________________________________
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 industries 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 into steam. We intend to profit by charging for the disposal of 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, it can, in turn, use the steam as energy thereby creating a low cost, clean energy source.
We have signed an agreement with EcoloMondo inc., of Contrecoeur, Quebec, for the purchase of all their assets. We are currently in the financing phase of this acquisition, and the final agreement should be signed in June, 2004. We have signed an agreement for a private investment in the amount of $10,000,000 CDN. This agreement should be finalised before June, 2004.
Liquidity
As reflected in our December 31, 2003 balance sheet, we have minimal cash 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 $1,944,438 at December 31, 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 salaries, rent, communications, travel, consulting, and professional fees and other general and administrative are approximately $130,000, including executive and management salaries of approximately $60,000 per month. When we listed on the OTC Bulletin Board, the number of our employees increased to four, and now we have increased to six employees. We have several options to fund the above monthly expenditures: In our form contract with potential customers, we are requiring a deposit with the signing of the contract of approximately one months revenue. These deposits will then contribute to the satisfying our overall monthly expenditures; The acquisition of EcoloMondo assets are expected to generate positive cash flow within 6 months after the acquisition which is currently expected to close in June 2004. 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 to bring a cash infusion, restructuring and a forward looking business plan. No assurances can be made that the Company will successfully implement its plans
Item 3. Controls and Procedures
The Company’s chief executive officer and chief financial officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2003 (the "Evaluation"). Based on this evaluation, he concluded that the disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the Securities and Exchange Commission’s rule and forms. There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended December 31, 2003, that have materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
8
______________________________________________________________________________
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Convertible Debenture
The Company entered into an agreement to secure financing whereby the Company received $250,000 US at the signing of a 12% secured convertible debenture. The debenture was convertible into common stock at a conversion price of the lesser of $.225 or the average of the lowest 3 inter-day trading prices during the 20 trading days immediately prior to the conversion date discounted by 50%. The debenture holder would also receive for each $1.00 of debenture investment, warrants to purchase 3 shares of the Company’s common stock. The warrant term was for three years. The exercise price of the warrant is the lessor of of $0.107, subject to adjustment under certain antidilution provisions, and the average of the lowest three inter-day trading prices for our common stock during the twenty trading day period ending one trading day prior to the date of exercise. The debenture holder filed suit against the Company for non compliance with the terms of the agreement and on June 04, 2003 received a default judgement against the Company totaling $454,729.12 which included $13,057 of legal fees. In November 2003, the company have signed a forebearance agreement for the repayment of the debt.
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), Renaud
Exhibit 32.1 – Certification Required by Rule 13d-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 US.C. Section 1350, Renaud
(b)
Reports of Form 8-K
The Company filed a report on Form 8-K under Item 5 on November 21, 2003 concerning re-organization of the Company and management.
9
______________________________________________________________________________
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/ Yves C. Renaud
By: ______________________
Yves C. Renaud, President and CFO
Date: February 10, 2004
10
_____________________________________________________________________________