UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter period ending September 30, 2009
Biomass Secure Power Inc.
British Columbia Canada
Jurisdiction of Incorporation
40218 Wellsline Road Abbotsford BC Canada V3G 2K7
(address of principal executive offices)
Registrant’s telephone number, including area code: 605 807 4957
Securities registered pursuant to Section 12(b) of the act:
Title of each class | Name of Exchange on which registred |
|
|
Common 235,099,866 outstanding | OtcBB: pink sheets |
Authorized: unlimited
Securities registered pursuant to section 12(g) of the act:
(title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by rule 405 of the securities act. ( ) yes ( x ) no
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the act ( ) yes ( x ) no
Note -Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act from their obligations under those sections.
Indicate by check mark whether the registrant (I) 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. ( x) yes ( ) no
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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\\\0 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files
( ) yes (x) no
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (&229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part 111 of this Form 10-K or any amendment to this Form10-K.
(x)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “small 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 act).
( ) yes ( x ) no
Part 1 Financial Information
Item 1. Financial Statements
Biomass Secure Power Inc
Financial Statement for Quarter ending September 30, 2009
Unaudited
Balance Sheet
|
| September 30, 09 |
| June 30, 09 |
|
Assets |
|
|
|
|
|
Cash | $ | 91.39 |
| 124.39 |
|
Accounts Receivable |
| 0.00 |
| 0.00 |
|
Prepaid Expenses |
| 0.00 |
| 0.00 |
|
Total Current Assets | $ | 91.39 |
| 124.39 |
|
Liabilities and Stockholder Equity |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable |
| 57,500.00 |
| 57,500.00 |
|
Due to director Jim Carroll |
| 37,151.70 |
| 144,387.60 |
|
Due to director George Pappas |
| 0.00 |
| 5,030.00 |
|
Total Current Liabilities |
| 94,651.70 |
| 206,917.60 |
|
Stockholder Equity |
|
|
|
|
|
Common stock no par, unlimited shares authorized 200,351,587 issued and outstanding. | $ | 100,175.80 |
| 100,175.80 |
|
Total Shareholder Equity | $ | 100,175.80 |
| 100,175.80 |
|
Total Liabilities and Stockholders Equity |
| 5,524.10 | $ | (106,741.80 | ) |
Officers of the Company (Mr. Carroll and Mr. Pappas) agreed to take shares as payment for the debts owing to them as of June 30, 2009. The shares where issued after June 30, 2009 but where reflected in outstanding shares reported in annual report. Current debt to Mr Carroll is for salary owing and debts paid on behalf of the Company.
We have not provided cash flow statements as the Company had no income and expenses where paid directly by management.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Statement Regarding Forward-Looking Statements
This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. You must view us as having a going concern opinion as we have no revenues and are not projecting revenues until January 2011. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we can obtain additional capital to pay our bills.
Biomass Secure Power Inc (the “Company”) was incorporated in the Province of British Columbia August 24, 1989. The Company changed its name to Biomass Secure Power Inc on February 9, 2009. The Company acquired the assets of 0625920 BC Ltd (previous known as Biomass Secure Power Inc) effective June 30, 2009.
The Company is now in the business of designing and building co-generation biomass power plants in the 10 to 15 megawatt range. The Company plans to own and operate several power plants over the next five years.
PLAN OF OPERATION
On June 30, 2009 the Company completed the merger with Biomass Secure Power Inc. for the purchase price of $720,000 which will be paid in shares sometime after July 1, 2009. The purchase includes all intellectual properties in the possession of Biomass Secure Power Inc, as well as all technical knowledge provided by their management. Mr George Pappas and Andrew H Burns have assumed positions as Vice-President’s and Directors of the Company. Their election was approved by shareholders at the Annual General meeting held on December 30, 2008.The Company is now looking to patent proprietary technology and processing systems to be used in the co-generation power plants that have been developed by Mr Burns.
We now consider ourselves a start-up, focused on “GREEN” technologies specializing in the combustion of biomass to produce electricity and steam energy to develop other revenue streams. We are currently working on several potential co-generation plants in Canada. The plant that will come on-line first is located Lot 302 CLSR Plan 80274 Nicola Mameet IR NO.1. A building permit for construct of the plant is not required as the Lower Nicola Indian Band will put a proposal before the band council for approval.
The will deliver ten megawatts of electricity to BC Hydro under their standing offer program, the steam generated will be used to manufacture one hundred thousand tons of wood pellets to be sold into the European market, the current market price for pellets in Europe is 140 Euros per ton. The Company has set up an entity in the USA under the name of Biomass Secure Power Inc (USA). This wholly owned subsidiary has Mr George Pappas as its president and CEO. The California company is currently working to bring co-generation projects to fruition in the USA.
Financing
Discussions are ongoing with a Canadian charter bank and private funding sources regarding financing for our projects. The bank suggested that we contact EDC (Export Development Corp) to have them issue a guarantee for our loans. A meeting has been held with EDC and their response was very positive and they will be having discussions with the bank to discuss appropriate level of guarantees for our loan. The Company believes that we will be successful in raising funds required to develop and construct our first plant. The Company has applied for a eight million dollar grant through the Clean Energy Fund. CEF has advised applicants that they expect to have applications completed by Fall 2009. There is no assurances that we will be successful in obtaining the necessary capital. If we are unsuccessful in obtaining additional capital we may have to cut back or suspend activities until such time that we can raise capital by way of loans, private placeme nts or public offerings. Current management has been lending the Company funds to pay their expenses on a monthly basis.
The Company expects to have the plant in operation by January 2011 and will generate twenty five million dollars in gross revenue in the first year of operation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
No comment necessary
Item 4. Controls and Procedures.
The Company has put proper control and procedures in place to ensure that problems experienced by the Company in the past cannot reoccur.
PART 11 --OTHER INFORMATION
Item 1. Legal Proceedings.
There are no new legal proceedings against the Company.
Item 1A. Risk Factors.
The financial statements for September 30, 2009 are un-audited and represent the Company’s financial position and performance from July 1, 2009 to September 30, 2009. In the opinion of management, the un-audited financial statements have been prepared to correctly reflect all adjustments, which include normal adjustments, necessary to present fairly the financial position as of September 30, 2009 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to financial statements are un-audited and have not been reviewed by our accountants.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.
The Company requires an influx of capital in order to stay in business and complete the projects currently underway. Management cannot be assured that they will be able to raise sufficient capital to stay in business or complete the construction of any projects.
Item 2 Unregistered Sale of Equity Securities and Use of Proceeds.
June 30, 2009 transfer agent was instructed to issue shares to Jim Carroll and George Pappas as settlement for outstanding debts. The shares where issued after year end but numbers where reflected in annual statement. Mr Carroll has requested that the Company hold on to the shares until financing for current project is secured.
Jim Carroll was issued 33,578,512 as settlement of $144,387.60 owing to him by the Company.
George Pappas was issued 1,169,767 as settlement of $5,030.00 owing to him by the Company.
These issuances settled payments made on behalf of the Company.
Item 3. Defaults Upon Senior Securities.
Non Applicable
Item 4. Submission of Matters to a Vote of Security Holders.
There was no issues put to shareholders in this quarter.
Audit Committee Financial Expert
We have no in-house financial expert. We utilize outside service.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.
Disclosure Committee and Charter
We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.
Indemnification
Pursuant to our Articles of Incorporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for the expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of British Columbia.
Regarding indemnification for liabilities arising under the Securities Act of 1933, as amended, which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Our accountants are Meyers Norris Penney 300 – 2975 Gladwin Road Abbotsford, BC V2T 5T4 phone 604 853 9471
They have not reviewed or had input into our current financial statements.
All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation and the applicable statues of the province of British Columbia for a more complete description of the rights and liabilities of holders of our securities.
Stock Transfer Agent
Our stock transfer agent for our securities is Computershare 3rd Floor 510 Burrard Street Vancouver BC Canada V6C 3B9. Telephone 604 661 9400.
Documents on Display
All material documents referred to herein have been filed as exhibits to this form 10K or at our office at 40218 Wellsline Road Abbotsford BC V3G 2K7. Our telephone number is 604 807 4957.
Subsidiary Information
Not applicable
Exhibits, Financial Statement Schedules.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
(Registrant) Biomass Secure Power Inc.
By (Signature and Title)* /S/ James Carroll President / CEO
Date November 23, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ James Carroll, President / CEO
Date November 23, 2009
By (Signature and Title)* /s/ George Pappas Secretary
Date November 23, 2009
